NYAX 6-K
Nayax Ltd. (NYAX)
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 August 2026
Commission file number: 001-41491
NAYAX LTD.
(Translation of registrant’s name into English)
Arik Einstein Street, Bldg. B, 1st Floor
Herzliya 4659071, 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 ☐
EXPLANATORY NOTE
On August 10, 2026, Nayax Ltd. (the “Company”) issued a press release titled “Nayax Reports Second Quarter 2026 Results”. A copy of the press release is furnished as Exhibit 99.1 hereto.
In addition, on August 10, 2026, the Company posted on its website a corporate presentation titled “Second Quarter 2026 Results”. A copy of the presentation is furnished as Exhibit 99.2 hereto.
The information in this Form 6-K (including Exhibits 99.1 and 99.2 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such a filing.
EXHIBIT INDEX
The following exhibits are furnished as part of this Form 6-K:
SIGNATURES
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.
| NAYAX LTD. | |
|---|---|
| By: | /s/ Gal Omer |
| Name: Gal Omer | |
| Title: Chief Legal Officer |
Date: August 10, 2026
Exhibit 99.1
Nayax Reports Second Quarter 2026 Results
Revenue of $123 million, revenue growth of 28%
Year to Date Organic Revenue growth of 24% ^(1)^
Loss of $10.1 million due to high stock-based compensation expenses. Adjusted Net Income of $6 million
Adjusted EBITDA of $14.1 million ^(1)^
Reaffirms full year 2026 revenue and Adjusted EBITDA guidance
HERZLIYA, Israel, August 10, 2026 - Nayax Ltd. (Nasdaq: NYAX, TASE: NYAX), a global commerce payments and loyalty platform designed to help merchants scale their business, today announced its financial results for the second quarter ended June 30, 2026.
“We had a strong second quarter, with continued execution across the business. Revenue grew 28% to $123 million, with organic revenue growth of 24% year to date, our installed base surpassed 1.55 million devices, and our customer base reached 125,000. Our growth algorithm continues to work, and this quarter we began building the next layer on top of it. Through Lynkwell, we are deploying DC fast chargers at more than double the pre-acquisition pace, and with Nayax Capital we are laying the foundation for embedded financial services — building our in-house issuing capability and, as recently announced, applying for a U.S. bank charter. We are accelerating these investments because every service we add reaches the 1.55 million installed base we have already built, and I have never been more excited with the opportunities ahead of us," commented Yair Nechmad, Nayax Chief Executive Officer and Chairman of the Board.
| (1) | Organic Revenue, Adjusted EBITDA, Free Cash Flow, Adjusted OPEX and Adjusted Net Income are non-IFRS financial measures. Please refer to the footnote 3 in the table below and the additional tables at the end of<br>this press release for a reconciliation of Organic Revenue, Adjusted EBITDA, Free Cash Flow, Adjusted OPEX and Adjusted Net Income to the most directly comparable IFRS measure for each. The Company does not provide a reconciliation of<br>forward-looking Adjusted EBITDA and Adjusted Net Income to IFRS net income (loss) due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, in particular, because special items<br>such as finance expenses and issuance and acquisition costs used to calculate projected net income (loss) can vary dramatically based on actual events. Therefore, the Company is not able to forecast on an IFRS basis with reasonable<br>certainty all deductions needed in order to provide an IFRS calculation of projected net income (loss) at this time. The amount of these deductions may be material and therefore could result in projected IFRS net income (loss) being<br>materially different than projected Adjusted EBITDA and Adjusted Net Income (non-IFRS). |
|---|
1
Second Quarter 2026 Financial Highlights
(All comparisons are relative to the second quarter and three-month period ended June 30, 2025, unless otherwise noted)
| Revenue Summary | Q2 2026 (M) | Q2 2025 (M) | Growth (%) | ||
|---|---|---|---|---|---|
| Payment processing fees | 53.9 | 43.1 | 25.1 | % | |
| SaaS revenue | 33.8 | 27.6 | 22.5 | % | |
| Total recurring revenue ^(1)^ | 87.7 | 70.7 | 24.0 | % | |
| POS devices revenue ^(2)^ | 34.9 | 24.9 | 40.2 | % | |
| Total revenue ^(3)^ | 122.6 | 95.6 | 28.2 | % |
All values are in US Dollars.
| Margin Summary | Q2 2026 | Q2 2025 | Variance | |||||
|---|---|---|---|---|---|---|---|---|
| Payment processing margin | 40.5 | % | 39.1 | % | +1.4 | % | ||
| SaaS margin | 76.4 | % | 74.2 | % | +2.2 | % | ||
| Total recurring margin | 54.3 | % | 52.8 | % | +1.5 | % | ||
| POS devices margin | 28.1 | % | 35.4 | % | -7.3 | % | ||
| Total margin | 46.9 | % | 48.3 | % | -1.4 | % |
(1) Recurring revenue comprised of SaaS subscription revenue and payment processing fees.
(2) POS devices’ revenue includes revenues derived from the sale of our hardware products and other revenue.
(3) Organic Revenue is a non-IFRS financial measure that we define as total revenue adjusted to exclude the revenue attributable to acquired businesses for a period of 12 months following their acquisition. Total revenue for Q2 2026 includes $6.5 million of revenues from recent acquisitions.
| • | Revenue increased 28.2% to $122.6 million from $95.6 million, driven by both new and existing customer expansion. | |
|---|---|---|
| • | Organic Revenue ^(3)^ growth year to date was 24% and for the quarter 21.4%. | |
| --- | --- | --- |
| • | Recurring revenue from SaaS and payment processing fees grew 24.0%, to $87.7 million and represented 72% of total revenue. | |
| --- | --- | --- |
| • | POS devices revenue increased by 40.2% to $34.9 million with strong demand for our products across all market segments. | |
| --- | --- | --- |
| • | Gross margin was 46.9%: | |
| --- | --- | --- |
| o | Recurring margin improved to 54.3% from 52.8%, driven mainly by processing margin improvement to nearly 40.5% from 39.1% reflecting the ongoing benefits of renegotiated contracts with several bank acquirers and the Company’s improved<br>smart-routing capabilities. SaaS margin improved as well to 76.4% from 74.2%. Both processing and SaaS margins reflect the Company’s growing scale | |
| --- | --- | --- |
2
| o | Hardware margin was 28.1% compared to 35.4%. The primary factor for hardware margin this quarter was product mix, approximately 65% of our hardware revenue growth came from Lynkwell which has lower HW margin than our VPOS product<br>family. In addition, higher freight and logistics costs created modest pressure on hardware margins during the quarter. | |
|---|---|---|
| • | Operating loss was $6.7 million compared to operating income of $9.5 million in last year’s second quarter. This year’s second quarter included stock-based compensation expenses of $12.4 million compared to $2.5 million in the<br>prior-year period. | |
| --- | --- | --- |
| • | Financial expenses, net, for the quarter, increased by $4.3 million dollars as a result of Foreign exchange and interest expenses related to the two bonds offerings completed in 2025 on TASE, which raised a total of nearly 1 billion<br>shekels. | |
| --- | --- | --- |
| • | The Company reported a loss of $10.1 million for the quarter, compared to net income of $11.7 million in the prior-year period. The primary driver in Q2 2026 was a significant increase in non-cash stock-based compensation expenses this<br>quarter of $12.4 million dollars, as mentioned above. The prior year net income included a one-time gain of $5.6 million related to the share purchase of the remaining 51% of Nayax Capital (which was previously held as a joint venture). | |
| --- | --- | --- |
| • | Basic loss per share for the quarter ending June 30, 2026 was $(0.269) per share. Basic and diluted earnings per share for the second quarter ending June 30, 2025, were $0.316 and $0.308, respectively. | |
| --- | --- | --- |
| • | Adjusted net income was $6.0 million compared to $11.0 million in the prior-year period, driven primarily by higher financial expenses. | |
| --- | --- | --- |
| • | Basic and diluted adjusted earnings per share for the quarter ending June 30, 2026 were $0.161 and $0.144, respectively, compared to $0.298 and $0.291 for the quarter ending June 30, 2025. | |
| --- | --- | --- |
| • | Weighted average number of basic and diluted shares for the second quarter of 2026 were 37,574,900 and 41,870,272, respectively compared to 36,913,470 and 37,786,355 for the second quarter of 2025. | |
| --- | --- | --- |
| • | Adjusted OPEX of $44.2 million dollars was 36.0% of revenue, consistent as a percentage of revenue both sequentially and compared to the prior-year period. Adjusted OPEX had an unfavorable impact of $2.3 million dollars in the quarter<br>compared sequentially to Q1 2026, due to foreign currency volatility. | |
| --- | --- | --- |
| • | Adjusted EBITDA increased to $14.1 million dollars, representing 12% of revenue compared to $12.6 million, representing a margin of 13% of total revenue, in last year’s second quarter. | |
| --- | --- | --- |
| • | Cash flow provided from operating activities for the first half of 2026 was $2.3 million. | |
| --- | --- | --- |
| • | Free Cash Flow for the second quarter was negative $13.1 million primarily reflecting several investments in long-term growth initiatives such as: Lynkwell’s more capital-intensive business, increased banking infrastructure<br>investments, securing sourcing of key components and costs, and the timing of cash settlements from our processing activities. | |
| --- | --- | --- |
| • | As of June 30, 2026, the Company had $304 million in cash and cash equivalents and short-term deposits. Short-term and long-term debt balances was $349 million. | |
| --- | --- | --- |
3
Second Quarter 2026 Operational Metric Highlights
| Key Performance Indicators | Q2 2026 | Q2 2025 | Growth (%) | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Total transaction value ($m) | 2,056 | 1,593 | 29.1 | % | |||||
| Number of processed transactions (millions) | 815 | 726 | 12.3 | % | |||||
| Take rate (payments) ^(4)^ | 2.62 | % | 2.70 | % | -0.08 | % | |||
| Managed and connected devices (thousands) | 1,553 | 1,377 | 12.7 | % | |||||
| Customers | 125,400 | 104,700 | 19.8 | % | |||||
| ARPU ($) ^(5)^ | 251 | 223 | 12.6 | % |
(4) Payment service providers typically take a percentage of every transaction in exchange for facilitating the movement of funds from the buyer to the seller. Take rate % (payments) is calculated by dividing the Company’s processing revenue by the total dollar transaction value in the same quarter.
(5) Average revenue per unit (ARPU) is calculated using recurring revenue divided by the number of connected devices over a 12-month trailing period.
| • | Total transaction value grew by 29.1% to $2.1 billion. | |
|---|---|---|
| • | Number of processed transactions increased 12.3% to 815 million. | |
| --- | --- | --- |
| • | Take rate was strong at 2.62%. | |
| --- | --- | --- |
| • | Growth in the customer base continued at a healthy pace, adding more than 5,300 new customers in the second quarter of 2026, an increase of 19.8% reaching 125,400. | |
| --- | --- | --- |
| • | ARPU increased to $251, representing a 12.6% increase driven by the continued conversion of existing machines from cash payments to cashless payments, and our expansion into verticals with higher transaction values, such as EV<br>charging, amusement facilities, and car washes. | |
| --- | --- | --- |
Stock Based Compensation Plan
In Q2 2026, the company initiated a senior leadership stock-based incentive plan, called the “Diamond Plan.” The total consideration for this plan is approximately $48 million dollars over five years. In addition, the Company awarded our CEO and CTO, both co-founders, with a long-term incentive plan tied to the appreciation of Nayax’s share price, fully vesting at $240 per share price. The total consideration for the long-term investment plan is approximately $10 million dollars over three years. The Company believes this aligns the long-term incentives and interests of our co-founders and senior leadership team with shareholders.
4
Recent Business Highlights
| • | Filed an application to establish Nayax America Bank Inc. under Connecticut's Innovation Bank Charter framework, a non-depository bank that once chartered would enable Nayax to offer<br>corporate cards, controlled-spend programs, and working-capital solutions directly through its platform, extending Nayax's owned payment and card-issuing infrastructure (already held across the EU, UK, and Israel) into North America, its<br>largest market. In parallel, Nayax launched Yellow Account, a new embedded banking product for U.S. customers that lets them receive settlement funds, hold balances, and use linked business debit cards ("Yellow Cards") directly within the<br>Nayax platform. Approval of the charter application is subject to regulatory review and is not guaranteed. | |
|---|---|---|
| • | Expanded into Panama, making Nayax’s cashless payment acceptance services available to local merchants through Grupo Sky. The launch extends Nayax’s Latin American footprint and supports<br>card-present payments across unattended and self-service use cases, including vending, laundromats, EV charging, parking, and kiosks. | |
| --- | --- | --- |
| • | Expanded into North Macedonia, making Nayax’s full suite of cashless payment services available to merchants across the country. The launch strengthens Nayax’s presence in the Balkan<br>region, building on existing operations in markets such as Croatia, and supports the continued adoption of cashless payments across unattended and self-service environments. | |
| --- | --- | --- |
| • | Added a new AI layer to Nayax's MoMa mobile app for vending and self-service operators, designed to help operators make better, more informed decisions and act faster from wherever they<br>are. The new capabilities include an AI assistant that answers questions from an operator's own business data, data-driven planogram suggestions, and visual-recognition planogram setup. | |
| --- | --- | --- |
| • | Launched AI-powered Product Discovery for Retailers, natively integrated into the Nayax platform. The solution enables merchants to grow revenue and deepen customer engagement through<br>real-time data and intelligent recommendations, capturing shopper intent at the moment of discovery and converting it into revenue across online and in-store channels. | |
| --- | --- | --- |
| • | Launched the VPOS Media 4 Series in Japan, comprising the VPOS Media 4 and VPOS Media 4 Mini, Android-based payment terminals purpose-built for Japan’s unattended commerce market across<br>amusement, laundry, parking, and EV charging. | |
| --- | --- | --- |
| • | Appointed EFT Solutions Limited as authorized distributor and support partner in Hong Kong, expanding Nayax’s presence in Asia-Pacific through EFT Solutions’ established local sales<br>channels and on-the-ground support. The partnership broadens access to Nayax’s cashless payment solutions across Hong Kong’s vending, self-service, amusement, EV charging, and automated retail sectors. | |
| --- | --- | --- |
| • | Completed the integration of VMtecnologia in Brazil, unifying all Brazilian operations under the Nayax brand and strengthening the Company’s position in Latin America. In connection with<br>the rebrand, Nayax launched VPOS Media in Brazil’s fast-growing EV charging market, enabling direct card and digital-wallet payments at charging stations without requiring a third-party app. | |
| --- | --- | --- |
5
Subsequent Events
Amendment to deferred consideration and contingent Liability - Nayax Brazil Acquisition - On July 1, 2026, the Company's Brazilian subsidiary, together with Nayax Ltd. as guarantor, entered into agreement with the sellers of its Brazilian operating entity (acquired in 2024 - VM TECNOLOGIA LTDA). Under the amendment, the parties agreed to replace all remaining contingent and deferred payment obligations, through a single fixed cash payment of approximately BRL 35 million (approximately $6.8 million). As a result, no further amounts or Nayax Ltd. shares will be issued due to the sellers in respect of these obligations. During the third quarter of 2026, the Company expects to recognize approximately $4.5 million as acceleration of future expenses in profit and loss.
2026 Financial Outlook
Nayax is reaffirming its financial outlook for 2026 of revenue in the range of $510 million to $520 million. The guidance is inclusive of organic revenue growth of 22% to 25%.
Adjusted EBITDA guidance for the year remains between $85 million and $90 million, which represents an adjusted EBITDA margin of about 17%, as we continue to improve our margins and our operating leverage through AI implementing and process automations.
The Company is revising its guidance for free cash flow. We now expect free cash flow conversion from Adjusted EBITDA of approximately 5% to 10% for the year (in our earnings release for the first quarter ended March 31, 2026 we projected approximately 40% for the year). This primarily reflects accelerated investments the Company is making to support its long-term growth initiatives. The areas of investment are in financial services (including lending, installment and issuing capabilities), capturing market share in the EV charging space, and securing sourcing of key components and costs. This update reflects the timing of cashflows rather than a change in our underlying operating outlook.
Mid-term Outlook
With respect to Nayax’s mid-term 2028 outlook, which was introduced shortly after its IPO in 2021, the Company continues to make measurable progress. The framework includes revenue of $1.0 billion driven by a combination of organic growth and strategic M&A, gross margin of 50%, and Adjusted EBITDA margin of 30%, as we continue to drive high margin recurring revenues and operational efficiency.
It is noted that the financial outlook provided by Nayax constitutes forward-looking information within the meaning of applicable securities laws and is based on a number of assumptions and subject to a number of risks and is current as of today. Unless required by law, Nayax has no obligation to update its guidance. Please see the cautionary note regarding forward-looking statements below.
6
Investor Conference Calls
Nayax will host two conference calls to discuss its results later today, August 10, 2026. The first will be in English for international investors and the second in Hebrew for Israel-based investors to discuss its second quarter 2026 results.
The conference call in English will be held at: 8:30 a.m. Eastern Time / 3:30 p.m. Israel Time / 5:30 a.m. Pacific Time. The conference call in Hebrew will be held at: 9:30 a.m. Eastern Time / 4:30 p.m. Israel time / 6:30 a.m. Pacific Time.
Participating on the call will be Yair Nechmad, Chief Executive Officer, Sagit Manor, Chief Financial Officer, and Aaron Greenberg, Chief Strategy Officer
For the conference call in English, Nayax encourages participants to pre-register using the link below. Those who pre-register will be given a unique PIN to gain immediate access to the call, bypassing the live operator. Participants may pre-register any time, including up to and after the call/webcast start time. Participants will immediately receive an online confirmation, an email with the dial in number and a calendar invitation for the event.
To pre-register, go to:
http://services.incommconferencing.com/DiamondPassRegistration/register?confirmationNumber=13761534&linkSecurityString=1f29c3bc04
For those who are unable to pre-register, kindly join the conference call/webcast by using one of the dial-in numbers or clicking the webcast link below.
| • | U.S. TOLL-FREE: 1-877-737-7051 | |
|---|---|---|
| • | ISRAEL TOLL-FREE: 1-809-455-690 | |
| --- | --- | --- |
| • | INTERNATIONAL: 1-201-689-8878 | |
| --- | --- | --- |
7
WEBCAST LINK:
https://viavid.webcasts.com/starthere.jsp?ei=1769007&tp_key=f785b41e93
Following the conference call, a replay will be available until August 24, 2026. To access the replay, please dial one of the following numbers:
| • | Replay TOLL-FREE: 1-844-512-2921 | |
|---|---|---|
| • | Replay TOLL/INTERNATIONAL: 1-412-317-6671 | |
| --- | --- | --- |
| • | Access PIN: 13761534 | |
| --- | --- | --- |
An archive of the conference call will also be available on Nayax's Investor Relations website Nayax - Investor Relations.
To access the conference call/webcast in Hebrew, use the link:
https://teams.microsoft.com/meet/340771838493476?p=nnMmI5L7APYpfdoF11
About Nayax
Nayax is a global commerce enablement, payments and loyalty platform designed to help merchants scale their business. Nayax offers a complete solution including localized cashless payment acceptance, management suite, and loyalty tools, enabling merchants to conduct commerce anywhere, at any time. With foundations and global leadership in serving unattended retail, Nayax has transformed into a comprehensive solution focused on our customers’ growth across multiple channels. As of June 30, 2026, Nayax has 13 global offices, approximately 1,250 employees, connections to more than 80 merchant acquirers and payment method integrations and is globally recognized as a payment facilitator. Nayax’s mission is to improve our customers’ revenue potential and operational efficiency — effectively and simply. For more information, please visit www.nayax.com.
| Public Relations Contact:<br><br>Scott Gamm<br><br>Strategy Voice Associates<br><br>[email protected] | Investor Relations Contact:<br><br>Aaron Greenberg<br><br>Chief Strategy Officer<br><br>[email protected] |
|---|
8
Forward-Looking Statements
This press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. Forward-looking statements include, but are not limited to, statements regarding our intent, belief or current expectations, such as statements in this press release regarding our financial outlook, future business prospects and the impact of recent acquisitions or partnerships published by the Company. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to: our expectations regarding general market conditions, including as a result of global economic trends; changes in consumer tastes and preferences; fluctuations in inflation, interest rate and exchange rates in the global economic environment; the availability of qualified personnel and the ability to retain such personnel; changes in commodity costs, labor, distribution and other operating costs; our ability to implement our growth strategy; changes in government regulation and tax matters; other factors that may affect our financial condition, liquidity and results of operations; general economic, political, demographic and business conditions in Israel; the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors; and other risk factors discussed under “Risk Factors” in our annual report on Form 20-F filed with the SEC on March 9, 2026 (our "Annual Report"). The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only estimates based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under “Risk Factors” in our Annual Report. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Each forward-looking statement speaks only as of the date of the particular statement. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, to conform these statements to actual results or to changes in our expectations.
Use of Non-IFRS Financial Information
In addition to various operational metrics and financial measures in accordance with accounting principles generally accepted under International Financial Reporting Standards, or IFRS, this press release contains financial metrics presented on a constant currency basis as well as Adjusted EBITDA and Free Cash Flow, each of which are non-IFRS financial measures, as a measure to evaluate our past results and future prospects.
9
Constant Currency
Nayax presents constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. Future expected results for transactions in currencies other than United States dollars are converted into United States dollars using the exchange rates in effect in the last month of the reporting period. Nayax provides this financial information to aid investors in better understanding our performance. The constant currency financial measures presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with IFRS.
The Company cannot provide expected net income without unreasonable effort because certain items that impact net income are out of the Company's control and/or cannot be reasonably predicted at this time, of which unavailable information could have a significant impact on the Company’s IFRS financial results.
Organic Revenue
Organic Revenue is a non-IFRS financial measure that we define as total revenue adjusted to exclude the revenue attributable to acquired businesses for a period of 12 months following their acquisition. This measure helps provide insight on organic and acquisition-related growth and presents useful information about comparable revenue growth.
Adjusted EBITDA
Adjusted EBITDA is a non-IFRS financial measure that we define as loss for the period excluding finance expenses, tax expense (benefit), depreciation and amortization, share-based compensation costs, non-recurring issuance and acquisition costs and our share in losses of associates accounted for by the equity method.
We present Adjusted EBITDA in this press release because it is a measure that our management and board of directors utilize as a measure to evaluate our operating performance and for internal planning and forecasting purposes. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.
We believe that Adjusted EBITDA, when taken collectively with financial measures prepared in accordance with IFRS, may be helpful to investors because it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies because it provides consistency and comparability with past financial performance. However, our management does not consider this non-IFRS measure in isolation or as an alternative to financial measures determined in accordance with IFRS.
Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with IFRS. Adjusted EBITDA may be different from similarly titled measures used by other companies. The principal limitation of Adjusted EBITDA is that it excludes significant expenses that are required by IFRS to be recorded in our financial statements, as further detailed above. In addition, it is subject to inherent limitations as it reflects the exercise of judgment by management about which expenses are excluded or included in determining Adjusted EBITDA.
10
A reconciliation is provided at the end of this press release for Adjusted EBITDA to net profit or loss, the most directly comparable financial measure prepared in accordance with IFRS. Investors are encouraged to review net loss and the reconciliation to Adjusted EBITDA included below and to not rely on any single financial measure to evaluate our business.
Free Cash Flow
Free Cash Flow is a non-IFRS financial measure that we define as net cash provided from operating activities minus capitalized development costs and acquisition of property and equipment. A reconciliation is provided at the end of this press release for Free Cash Flow to Net cash provided from operating activities, the most directly comparable financial measure prepared in accordance with IFRS.
Adjusted OPEX
Adjusted OPEX is a non-IFRS financial measure that we define as total OPEX excluding stock based compensation, depreciation and amortization.
Adjusted Net Income
Adjusted Net Income is a non-IFRS financial measure that we define as the net income or loss for the period, plus share-based compensation costs, one time and non-recurring items cost such as restructuring and M&A costs, amortization of acquired intangibles and gains or losses on equity investments.
Other Financial Metrics - Dollar-based net retention rate
Measured as a percentage of Recurring Revenue from returning customers in a given period as compared to the Recurring Revenue from such customers in the prior period, which reflects the increase in revenue and the rate of losses from customer churn.
11
NAYAX LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
(Unaudited)
12
NAYAX LTD
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| June 30 | December 31 | |||
|---|---|---|---|---|
| 2026 | 2025 | |||
| U.S. dollars in thousands | ||||
| ASSETS | ||||
| CURRENT ASSETS: | ||||
| Cash and cash equivalents | 302,827 | 319,538 | ||
| Restricted cash transferable to customers for processing activity | 129,913 | 91,965 | ||
| Short-term bank deposits | 1,240 | 1,171 | ||
| Receivables in respect of processing activity | 58,245 | 47,865 | ||
| Trade receivable, net | 113,295 | 103,975 | ||
| Inventory | 30,088 | 28,594 | ||
| Other current assets | 47,076 | 27,056 | ||
| Total current assets | 682,684 | 620,164 | ||
| NON-CURRENT ASSETS: | ||||
| Long-term bank deposits | 215 | 211 | ||
| Other long-term assets | 8,805 | 8,596 | ||
| Right-of-use assets, net | 8,295 | 8,911 | ||
| Property and equipment, net | 23,173 | 20,362 | ||
| Goodwill and intangible assets, net | 201,052 | 190,493 | ||
| Deferred income tax assets | 4,860 | 3,901 | ||
| Total non-current assets | 246,400 | 232,474 | ||
| TOTAL ASSETS | 929,084 | 852,638 |
The accompanying notes are an integral part of the financial statements.
13
NAYAX LTD
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| June 30 | December 31 | |||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| U.S. dollars in thousands | ||||||
| LIABILITIES AND EQUITY | ||||||
| CURRENT LIABILITIES: | ||||||
| Current maturities of long-term bank loans | 3,220 | 3,220 | ||||
| Current maturities of other long-term liabilities | 5,567 | 5,538 | ||||
| Current maturities of leases liabilities | 3,455 | 3,474 | ||||
| Payables in respect of processing activity | 232,717 | 180,795 | ||||
| Trade payables | 27,458 | 29,370 | ||||
| Other payables | 49,349 | 52,021 | ||||
| Total current liabilities | 321,766 | 274,418 | ||||
| NON-CURRENT LIABILITIES: | ||||||
| Long-term bank loans | 8,855 | 10,465 | ||||
| Other long-term liabilities | 3,626 | 9,329 | ||||
| Debentures | 337,053 | 314,064 | ||||
| Lease liabilities | 5,840 | 6,402 | ||||
| Deferred income taxes | 6,563 | 6,945 | ||||
| Total non-current liabilities | 361,937 | 347,205 | ||||
| TOTAL LIABILITIES | 683,703 | 621,623 | ||||
| EQUITY: | ||||||
| Shareholders Equity: | ||||||
| Share capital | 9 | 9 | ||||
| Additional paid in capital | 245,823 | 242,759 | ||||
| Capital reserves | 11,501 | 7,882 | ||||
| Accumulated deficit | (11,952 | ) | (19,635 | ) | ||
| TOTAL EQUITY | 245,381 | 231,015 | ||||
| TOTAL LIABILITIES AND EQUITY | 929,084 | 852,638 |
The accompanying notes are an integral part of the financial statements.
14
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS (UNAUDITED)
| Six months ended<br><br>June 30 | Three months ended<br><br>June 30 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | ||||||||||
| U.S. dollars in thousands | |||||||||||||
| Note | (Excluding Profit per share data) | ||||||||||||
| Revenues | 4 | 229,446 | 176,699 | 122,590 | 95,589 | ||||||||
| Cost of revenues | 5 | (119,725 | ) | (90,628 | ) | (65,143 | ) | (49,417 | ) | ||||
| Gross Profit | 109,721 | 86,071 | 57,447 | 46,172 | |||||||||
| Research and development expenses | (18,610 | ) | (14,884 | ) | (10,614 | ) | (7,732 | ) | |||||
| Selling, general and administrative expenses | (85,256 | ) | (58,759 | ) | (48,936 | ) | (31,218 | ) | |||||
| Depreciation and amortization in respect of technology and capitalized development costs | (7,879 | ) | (6,502 | ) | (4,054 | ) | (3,326 | ) | |||||
| Other income (expenses) | (493 | ) | 11,710 | (493 | ) | 5,621 | |||||||
| Share of losses of equity method investees | - | (226 | ) | - | - | ||||||||
| Operating Income (loss) | (2,517 | ) | 17,410 | (6,650 | ) | 9,517 | |||||||
| Financial Income | 7,395 | 7,935 | 4,440 | 6,099 | |||||||||
| Financial Expense | (12,600 | ) | (5,958 | ) | (6,239 | ) | (3,631 | ) | |||||
| Profit (loss) before taxes on income | (7,722 | ) | 19,387 | (8,449 | ) | 11,985 | |||||||
| Tax expenses | (1,115 | ) | (579 | ) | (1,668 | ) | (333 | ) | |||||
| Profit (loss) for the period | (8,837 | ) | 18,808 | (10,117 | ) | 11,652 | |||||||
| Earnings (Loss) per share attributed to shareholders of the Company: | |||||||||||||
| Basic earnings (loss) per share | (0.236 | ) | 0.511 | (0.269 | ) | 0.316 | |||||||
| Diluted earnings (loss) per share | (0.236 | ) | 0.498 | (0.269 | ) | 0.308 |
The accompanying notes are an integral part of the financial statements.
15
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
| Six months ended<br><br>June 30 | Three months ended<br><br>June 30 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | ||||||||
| U.S. dollars in thousands | |||||||||||
| Profit (loss) for the period | (8,837 | ) | 18,808 | (10,117 | ) | 11,652 | |||||
| Other comprehensive income (loss) for the period: | |||||||||||
| Items that may be reclassified to profit or loss: | |||||||||||
| Gain (loss) from translation of financial statements of foreign operations | (404 | ) | 529 | (1,506 | ) | (157 | ) | ||||
| Gain on cash flow hedges | 4,023 | 2,033 | 5,561 | 3,104 | |||||||
| Total other comprehensive income (loss) for the period | 3,619 | 2,562 | 4,055 | 2,947 | |||||||
| Total comprehensive income for the period | (5,218 | ) | 21,370 | (6,062 | ) | 14,599 |
The accompanying notes are an integral part of the financial statements.
16
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
| Share<br><br>capital | Additional paid in capital | Remeasurement of post-employment benefit obligations | Other capital reserves | Foreign currency translation reserve | Accumulated<br><br>deficit | Total<br><br>equity | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| U.S. dollars in thousands | |||||||||||||||||
| Balance as of January 1, 2025 (audited) | 9 | 220,715 | 463 | 9,973 | (2,604 | ) | (63,311 | ) | 165,245 | ||||||||
| Changes in the six months ended June 30, 2025: | |||||||||||||||||
| Profit for the period | - | - | - | - | - | 18,808 | 18,808 | ||||||||||
| Issuance of warrants, net | - | 5,706 | - | - | - | - | 5,706 | ||||||||||
| Issuance of options due acquisition | - | 1,222 | - | - | - | - | 1,222 | ||||||||||
| Other comprehensive income for the period | - | - | - | 2,033 | 529 | - | 2,562 | ||||||||||
| Employee options exercised and vesting of RSUs | * | 3,090 | - | - | - | - | 3,090 | ||||||||||
| Share-based payment | - | - | - | - | - | 4,854 | 4,854 | ||||||||||
| Balance as of June 30, 2025 (unaudited) | 9 | 230,733 | 463 | 12,006 | (2,075 | ) | (39,649 | ) | 201,487 | ||||||||
| Balance as of January 1, 2026 (audited) | 9 | 242,759 | 516 | 10,391 | (3,025 | ) | (19,635 | ) | 231,015 | ||||||||
| Changes in the six months ended June 30, 2026: | |||||||||||||||||
| Loss for the period | - | - | - | - | - | (8,837 | ) | (8,837 | ) | ||||||||
| Other comprehensive income (loss) for the period | - | - | - | 4,023 | (404 | ) | - | 3,619 | |||||||||
| Employee options exercised and vesting of RSUs | * | 3,064 | - | - | - | - | 3,064 | ||||||||||
| Share-based payment | - | - | - | - | - | 16,520 | 16,520 | ||||||||||
| Balance as of June 30, 2026 (unaudited) | 9 | 245,823 | 516 | 14,414 | (3,429 | ) | (11,952 | ) | 245,381 |
(*) Presents an amount less than $1 thousand.
The accompanying notes are an integral part of the financial statements.
17
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
| Share<br><br>capital | Additional paid<br><br>in capital | Remeasurement of post-employment benefit obligations | Other capital<br><br>reserves | Foreign currency translation reserve | Accumulated<br><br>deficit | Total<br><br>equity | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| U.S. dollars in thousands | |||||||||||||||||
| Balance as of March 31, 2025 (unaudited) | 9 | 227,571 | 463 | 8,902 | (1,918 | ) | (54,224 | ) | 180,803 | ||||||||
| Changes in the three months ended June 30, 2025: | |||||||||||||||||
| Profit for the period | - | - | - | - | - | 11,652 | 11,652 | ||||||||||
| Issuance of options due acquisition | - | 1,222 | - | - | - | - | 1,222 | ||||||||||
| Other comprehensive income for the period | - | - | - | 3,104 | (157 | ) | - | 2,947 | |||||||||
| Employee options exercised and vesting of RSUs | * | 1,940 | - | - | - | - | 1,940 | ||||||||||
| Share-based payment | - | - | - | - | - | 2,923 | 2,923 | ||||||||||
| Balance as of June 30, 2025 (unaudited) | 9 | 230,733 | 463 | 12,006 | (2,075 | ) | (39,649 | ) | 201,487 | ||||||||
| Balance as of March 31, 2026 (unaudited) | 9 | 243,877 | 516 | 8,853 | (1,923 | ) | (15,956 | ) | 235,376 | ||||||||
| Changes in the three months ended June 30, 2026: | |||||||||||||||||
| Loss for the period | - | - | - | - | - | (10,117 | ) | (10,117 | ) | ||||||||
| Other comprehensive income (loss) for the period | - | - | - | 5,561 | (1,506 | ) | - | 4,055 | |||||||||
| Employee options exercised and vesting of RSUs | * | 1,946 | - | - | - | - | 1,946 | ||||||||||
| Share-based payment | - | - | - | - | - | 14,121 | 14,121 | ||||||||||
| Balance as of June 30, 2026 (unaudited) | 9 | 245,823 | 516 | 14,414 | (3,429 | ) | (11,952 | ) | 245,381 |
(*) Presents an amount less than $1 thousand.
The accompanying notes are an integral part of the financial statements.
18
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Six months ended<br><br>June 30 | Three months ended<br><br>June 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||||||
| U.S. dollars in thousands | ||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net profit (loss) for the period | (8,837 | ) | 18,808 | (10,117 | ) | 11,652 | ||||||
| Adjustments required to reflect the cash flow from operating activities (see Appendix A) | 11,156 | (4,573 | ) | 8,858 | 1,294 | |||||||
| Net cash provided by (used in) operating activities | 2,319 | 14,235 | (1,259 | ) | 12,946 | |||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Capitalized development costs | (17,164 | ) | (12,488 | ) | (9,370 | ) | (6,262 | ) | ||||
| Acquisition of property and equipment | (4,291 | ) | (1,906 | ) | (2,487 | ) | (1,110 | ) | ||||
| Loans granted to related companies and others | 808 | (2,062 | ) | 579 | (1,962 | ) | ||||||
| Decrease (Increase) in bank deposits | - | 9,006 | - | (549 | ) | |||||||
| Interest received | 5,649 | 2,873 | 2,833 | 1,576 | ||||||||
| Investments in financial assets and other asset | (270 | ) | (5,000 | ) | - | (5,000 | ) | |||||
| Proceeds from sub-lessee | - | 22 | - | - | ||||||||
| Payments for acquisitions of subsidiaries, net of cash acquired | - | (15,541 | ) | - | (7,341 | ) | ||||||
| Payment of deferred consideration and contingent consideration of subsidiary acquisition | (5,526 | ) | (5,519 | ) | (2,758 | ) | (1,983 | ) | ||||
| Net cash used in investing activities | (20,794 | ) | (30,615 | ) | (11,203 | ) | (22,631 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Proceeds from issue of debentures and warrants, net | - | 132,941 | - | - | ||||||||
| Interest paid | (10,170 | ) | (1,598 | ) | (395 | ) | (400 | ) | ||||
| Changes in short-term bank credit and short term loan | - | (26,000 | ) | - | (774 | ) | ||||||
| Repayment of long-term bank loans | (1,610 | ) | (7,079 | ) | (805 | ) | (805 | ) | ||||
| Repayment of other long-term liabilities | - | (1,000 | ) | - | - | |||||||
| Employee options exercised | 3,156 | 2,680 | 1,812 | 1,484 | ||||||||
| Principal lease payments | (1,924 | ) | (1,433 | ) | (1,000 | ) | (729 | ) | ||||
| Net cash provided by (used in) financing activities | (10,548 | ) | 98,511 | (388 | ) | (1,224 | ) | |||||
| Increase (Decrease) in cash and cash equivalents | (29,023 | ) | 82,131 | (12,850 | ) | (10,909 | ) | |||||
| Balance of cash and cash equivalents at beginning of period | 319,538 | 83,130 | 304,745 | 176,763 | ||||||||
| Gains (losses) from exchange differences on cash and cash equivalents | 11,437 | 6,889 | 12,026 | 6,605 | ||||||||
| Gains (losses) from translation of cash and cash equivalents of foreign operation | 875 | 117 | (1,094 | ) | (192 | ) | ||||||
| Balance of cash and cash equivalents at end of period | 302,827 | 172,267 | 302,827 | 172,267 |
The accompanying notes are an integral part of the financial statements.
19
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Six months ended<br><br>June 30 | Three months ended<br><br>June 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||||||
| U.S. dollars in thousands | ||||||||||||
| Appendix A – adjustments to reconcile net loss to net cash provided by operations: | ||||||||||||
| Adjustments in respect of: | ||||||||||||
| Depreciation and amortization | 14,749 | 11,735 | 7,572 | 6,014 | ||||||||
| Post-employment benefit obligations, net | 28 | 35 | 19 | 24 | ||||||||
| Deferred taxes | (1,523 | ) | (1,072 | ) | (299 | ) | (381 | ) | ||||
| Finance expenses, net | 4,378 | 3,681 | 107 | 5,143 | ||||||||
| Income from gaining control in subsidiary | - | (12,152 | ) | - | (6,063 | ) | ||||||
| Share of loss of equity method investee | - | 226 | - | - | ||||||||
| Long-term deferred income | (963 | ) | 105 | (217 | ) | 144 | ||||||
| Expenses in respect of share-based compensation | 14,647 | 4,295 | 12,395 | 2,512 | ||||||||
| Total adjustments | 31,316 | 6,853 | 19,577 | 7,393 | ||||||||
| Changes in operating asset and liability items: | ||||||||||||
| Increase in restricted cash transferable to customers for processing activity | (37,948 | ) | (20,435 | ) | (31,777 | ) | (8,766 | ) | ||||
| Decrease (Increase) in receivables from processing activity | (10,380 | ) | (35,347 | ) | 14,875 | (15,895 | ) | |||||
| Increase in trade receivables | (9,355 | ) | (4,295 | ) | (12,687 | ) | (5,693 | ) | ||||
| Increase in other current assets | (8,559 | ) | (2,448 | ) | (6,208 | ) | (2,704 | ) | ||||
| Increase in inventory | (1,241 | ) | (2,498 | ) | (1,311 | ) | (1,714 | ) | ||||
| Increase in payables in respect of processing activity | 51,922 | 57,212 | 15,967 | 25,689 | ||||||||
| Increase (Decrease) in trade payables | (2,109 | ) | (7,690 | ) | 5,216 | (1,309 | ) | |||||
| Increase (Decrease) in other payables | (2,490 | ) | 4,075 | 5,206 | 4,293 | |||||||
| Total changes in operating asset and liability items | (20,160 | ) | (11,426 | ) | (10,719 | ) | (6,099 | ) | ||||
| Total adjustments required to reflect the cash flow from operating activities | 11,156 | (4,573 | ) | 8,858 | 1,294 | |||||||
| Appendix B – Information regarding investing and financing activities not involving cash flows: | ||||||||||||
| Purchase of property and equipment on credit | 197 | 154 | - | 39 | ||||||||
| Recognition of right-of-use assets through lease liabilities | 1,221 | - | 1,093 | - | ||||||||
| Share based payments costs attributed to development activities, capitalized as intangible assets | 1,873 | 559 | 1,726 | 411 |
The accompanying notes are an integral part of the financial statements.
20
IFRS to Non-IFRS Reconciliation
The following is a reconciliation of Net Income/(Loss) for the period, the most directly comparable IFRS financial measure, to Adjusted EBITDA for each of the periods indicated.
| Quarter ended<br><br>(U.S. dollars in thousands) | ||
|---|---|---|
| Jun 30, 2026 | Jun 30, 2025 | |
| Net income/(loss) for the period | (10,117) | 11,652 |
| Finance expense, net | 1,799 | (2,468) |
| Income tax expense | 1,668 | 333 |
| Depreciation and amortization | 7,572 | 6,014 |
| EBITDA | 922 | 15,531 |
| Share-based payment costs | 12,395 | 2,512 |
| Employment benefit cost^(1)^ | 319 | 188 |
| Other (income) expenses^(2)^ | 493 | (5,621) |
| Adjusted EBITDA | 14,129 | 12,610 |
| (1) | Primarily other compensation arrangements provided to the shareholders of VMT | |
| --- | --- | --- |
| (2) | Other Income for Q2 2025 is primarily gain recognized from remeasurement an equity accounted investee, upon obtaining control of Nayax Capital. Other Expenses for Q2 2026 are mainly payroll expenses resulting from<br>one-time structural change made by the Company | |
| --- | --- | --- |
21
The following is a reconciliation of Net Income/(Loss) for the period, the most directly comparable IFRS financial measure, to Adjusted Net Income for each of the periods indicated.
| Quarter ended<br><br>(U.S. dollars in thousands) | ||
|---|---|---|
| Jun 30, 2026 | Jun 30, 2025 | |
| Net income/(loss) for the period | (10,117) | 11,652 |
| Share-based payment costs | 12,395 | 2,512 |
| Employment benefit cost^(1)^ | 319 | 188 |
| Other (income) expense^(2)^ | 493 | (5,621) |
| Amortization of acquired intangibles^(3)^ | 2,949 | 2,277 |
| Adjusted net income for the period | 6,039 | 11,008 |
| (1) | Primarily other compensation arrangements provided to the shareholders of VMT | |
| --- | --- | --- |
| (2) | Other Income for Q2 2025 is primarily gain recognized from remeasurement an equity accounted investee, upon obtaining control of Nayax Capital. Other Expenses for Q2 2026 are mainly payroll expenses resulting from<br>one-time structural change made by the Company | |
| --- | --- | --- |
| (3) | Includes deferred tax income related to amortization of acquired intangibles | |
| --- | --- | --- |
22
The following is a reconciliation of Operating Cash for the period, the most directly comparable IFRS financial measure, to Free Cash Flow for each of the periods indicated.
| Quarter ended<br><br>(U.S. dollars in thousands) | ||
|---|---|---|
| Jun 30, 2026 | Jun 30, 2025 | |
| Operating Cash | (1,259) | 12,946 |
| Capitalized development costs | (9,370) | (6,262) |
| Acquisition of property and equipment | (2,487) | (1,110) |
| Free Cash Flow | (13,116) | 5,574 |
The following is a reconciliation of OPEX for the period, the most directly comparable IFRS financial measure, to Adjusted OPEX for each of the periods indicated.
| Quarter ended<br><br>(U.S. dollars in thousands) | ||
|---|---|---|
| Jun 30, 2026 | Jun 30, 2025 | |
| OPEX | 63,604 | 42,276 |
| Stock Based Compensation | (11,997) | (2,371) |
| Depreciation & Amortization | (7,133) | (5,710) |
| Employment Benefit Cost^(1)^ | (319) | (188) |
| Adjusted OPEX | 44,155 | 34,007 |
| (1) | Primarily other compensation arrangements provided to the shareholders of VM | |
| --- | --- | --- |
23
Exhibit 99.2
Second Quarter 2026 Results August 10, 2026
Important Disclosure This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company’s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the Company’s securities. By attending or viewing this presentation, each attendee (“Attendee”) agrees that he or she (i) has read this disclaimer, (ii) is bound by the restrictions set out herein, (iii) is permitted, in accordance with all applicable laws, to receive such information, (iv) is solely responsible for his or her own assessment of the business and financial position of the Company and (v) will conduct his or her own analysis and be solely responsible for forming the Attendee's view of the potential future performance of the Company’s business. This presentation includes projections, guidance, forecasts, estimates, assessments and other information pertaining to future events and/or matters, whose materialization is uncertain and is beyond the Company’s control, and which constitute forward looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Israeli Securities Law, 5728-1968). Many of the forward-looking statements contained in this presentation can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. Forward-looking statements include, but are not limited to, expectations and evaluations relating to the Company’s business and financial targets and strategy, the integration of the Company’s technology in various systems and industries, the advantages of the Company’s existing and future products, timetables regarding completion of the Company’s developments and the Company’s intentions in relation to various industries, the Company’s intentions in relation to the creation of collaborations and engagements in licensing agreements, production and distribution in various countries, and other statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to: our expectations regarding general market conditions, including as a result of global economic trends; changes in consumer tastes and preferences; fluctuations in inflation, interest rates and exchange rates in the global economic environment; the availability of qualified personnel and the ability to retain such personnel and the ability to retain such personnel; changes in commodity costs, labor, distribution and other operating costs; our ability to implement our growth strategy; changes in government regulation and tax matters; political, demographic and business conditions in Israel; the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors; factors relating to acquisitions made by the Company, including our ability to effectively and efficiently integrate acquired businesses into our existing business; and other risk factors discussed under “Risk Factors” in our annual report on Form 20-F filed with the SEC on March 9 , 2026 (our “Annual Report"). The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only estimates based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under “Risk Factors” in our Annual Report. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Each forward-looking statement speaks only as of the date of the particular statement. Except as required by law, we undertake no obligation to update publicly any forward-looking statements provided in this presentation for any reason, to conform these statements to actual results or to changes in our expectations. In addition, the presentation includes data published by various bodies, and data provided to the Company in the framework of cooperation engagements, concerning the industry, competitive position and markets in which the Company operates, whose content was not independently verified by the Company, such that the Company is not responsible for the accuracy or completeness of such date or whether the data is up-to-date, and Company takes no responsibility for any reliance on such data. Management estimates contained in this presentation are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from the Company's internal research, and are based on assumptions made by the Company upon review of such data, and the Company's experience in, and knowledge of, the industry and markets in which the Company operates. Although the Company believes these management estimates are reasonable, projections, assumptions and estimates of the future performance of the industry in which the Company operates and the Company's future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by the Company. Industry publications, research, surveys and studies generally state that the information they provide has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this presentation. In addition to various operational metrics and financial measures in accordance with accounting principles generally accepted under International Financial Reporting Standards, or IFRS, this presentation contains Adjusted EBITDA, Free Cash Flow, Adjusted OPEX and Adjusted Net Income, each a non-IFRS financial measure provided to help evaluate our past results and future prospects. Please refer to the appendix for of this presentation for a definition of Adjusted EBITDA, Free Cash Flow, Adjusted OPEX and Adjusted Net Income as well as reconciliations of Adjusted EBITDA and Adjusted Net Income to net income (loss), Free Cash Flow to operating cash and Adjusted OPEX to OPEX. Due to the inherent difficulty in forecasting and quantifying the amounts of certain items that are necessary for such reconciliation, the Company is not able, without unreasonable effort, to provide a reconciliation of forward-looking Adjusted EBITDA and Adjusted Net Income to IFRS net income (loss), in particular because items such as finance expenses and issuance and acquisition costs used to calculate projected net income (loss) vary dramatically based on actual events. Therefore, the Company is not able to forecast on an IFRS basis with reasonable certainty all deductions needed in order to provide an IFRS calculation of projected net income (loss) at this time. The amount of these deductions may be material and therefore could result in projected IFRS net income (loss) being materially less than projected Adjusted EBITDA and Adjusted Net Income (non-IFRS). The Company and its licensors have proprietary rights to trademarks used in this presentation. Solely for convenience, trademarks and trade names referred to in this presentation may appear without the “®” or “TM” symbols, but the lack of such references is not intended to indicate, in any way, that the Company will not assert, to the fullest extent possible under applicable law, its rights or the rights of the applicable licensor to these trademarks and trade names. This presentation also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners and are used here for reference purposes only. Such use of other parties’ trademarks, trade names or service marks should not be construed to imply a relationship with, or an endorsement or sponsorship of the Company, by any other party. Forward-looking statements, risk factors, and non-GAAP financial measures referenced in this presentation
Today’s Presenters 3 Yair Nechmad CEO & Co-Founder Sagit Manor CFO Aaron Greenberg CSO 3
Nayax provides payments, software, and consumer engagement solutions across a wide range of automated retail verticals Global Platform - Multiple Verticals Massage Chair Fueling Self-Service Kiosks Laundromats Car Wash & Air Vac Amusement Food & Beverages Restaurants Micro Markets EV Charging Vending Parking 4 4
Revenue $122.6M Q2 25: $95.6M ▲28% Recurring revenue $87.7M Q2 25: $70.7M ▲24% Gross Margin 46.9% Q2 25: 48.3% ▼1.4pp Adj. EBITDA (1) $14.1M Q2 25: $12.6M ▲12% Total transaction value $2.1B Customers 125K Revenue Churn (4) 2.8% Q2 25: $1.6B ▲29% Q2 25: 105K ▲20% Dollar-basednet retention rate (3) 120% Adjusted EBITDA is a non-IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA and for a reconciliation of Adjusted EBITDA to the most directly comparable IFRS measure. Average revenue per unit is calculated using recurring revenue divided by the number of connected devices over a 12-month trailing period. Please refer to the Appendix for a definition of ARPU Net retention rate based on SaaS revenue and payment processing fees. Please refer to the Appendix for the definition of NRR Revenue Churn is a non-IFRS financial measure. Please refer to the Appendix for a definition of Revenue Churn. Managed & connected devices 1.6M $251 Q2 25 $223 ▲13% Annual ARPU (2) Company Overview: Q2 2026 No. of Employees 1,200+ Countries with devices 120+ Payment Methods 80+ Markets with distributors 80+ Currencies 50+ Languages 35 Global Presence Canada USA UK Israel Germany Australia China Japan South Africa Brazil New Zealand Netherlands Lithuania
Recent Business Highlights Filed to establish Nayax America Bank Inc. under Connecticut's Innovation Bank Charter framework. Once chartered, it would enable corporate cards, controlled-spend programs, and working-capital solutions directly on the platform, extending Nayax's owned payment and card-issuing infrastructure (already held in the EU, UK, and Israel) into North America, its largest market. Also launched Yellow Account, embedded banking for U.S. customers with linked Yellow Cards. Charter approval is subject to regulatory review. Expanded into Panama through Grupo Sky, making Nayax's cashless payment acceptance services available to local merchants. The launch extends Nayax's Latin American footprint and supports card-present payments across vending, laundromats, EV charging, parking, and kiosks. Launched AI-powered Product Discovery for Retailers, natively integrated into the Nayax platform. It enables merchants to grow revenue and deepen customer engagement through real-time data and intelligent recommendations, capturing shopper intent and converting it into revenue online and in-store. Expanded into North Macedonia, making Nayax's full suite of cashless payment services available to merchants across the country. The launch strengthens Nayax's presence in the Balkan region, building on existing operations in markets such as Croatia. Added a new AI layer to Nayax's MoMa mobile app for vending and self-service operators, helping them decide and act faster from anywhere. Capabilities include an AI assistant that answers questions from an operator's own business data, data-driven planogram suggestions, and visual-recognition planogram setup. Launched the VPOS Media 4 Series in Japan, comprising the VPOS Media 4 and VPOS Media 4 Mini, Android-based payment terminals purpose-built for Japan's unattended commerce market across amusement, laundry, parking, and EV charging. Appointed EFT Solutions Limited as authorized distributor and support partner in Hong Kong, expanding Nayax's Asia-Pacific presence through EFT's local sales channels and on-the-ground support across vending, self-service, amusement, EV charging, and automated retail. Completed the integration of VMtecnologia in Brazil, unifying all Brazilian operations under the Nayax brand. In connection with the rebrand, Nayax launched VPOS Media in Brazil's EV charging market, enabling direct card and digital-wallet payments at charging stations without a third-party app.
What’s Next?
Becoming a Full-Service Financial Platform From payments and software operations to financing, issuing and banking, completed by the U.S. bank charter TODAY | Payments and software operations ADDING | Full-service financial platform Acceptance and Processing Unattended Attended E-Commerce Gateway Payment Facilitation Acquiring Bank Operations Nayax Core Energy Core Retail Core BI Suite Loyalty Financing Hardware Purchase Finance Merchant Cash Advance Revolving Credit Accounts through Adyen Partnership ACH SEPA SWIFT Core Banking Ledger Corporate Issuing Credit Cards Revolving credit on our own issuing licence Prepaid Cards Closed and open loop prepaid programs Debit Cards Business debit linked to settlement balances Nayax Adyen Third Party Own Payment Hardware
Embedded Finance with Yellow Account The Yellow Account represents Nayax’s strategic expansion into embedded finance, providing small-to-medium businesses with unprecedented access to financial tools. Delivered via a user-friendly mobile application, merchants will be able to Receive payouts directly into their accounts Manage business finances in one place Pay expenses with a virtual debit card Access financial services connected directly to their Nayax business data Nayax will leverage the Yellow Account platform as a strategic touchpoint for new revenue streams (interchange fees, additional commercial offerings, etc.) as well as increased competitive differentiation and customer stickiness.
About Nayax America Bank Inc. Nayax is pursuing a Connecticut Innovation Bank charter to establish a scalable, regulator-aligned compliance framework, unlocking a suite of merchant-facing financial services designed to expand wallet share with existing Nayax merchants by making Nayax their primary financial operating layer. Expected to go live in 2027. A single state-sanctioned framework replaces duplicative licensing, enabling faster deployment of account-like services and strong regulator confidence. Payment Facilitation Enable various credit services such as issued corporate credit cards, working capital, and hardware financing all managed within our platform. Embedded Financial Services Issue controlled-spend cards that provide full program control, lower costs, and without technical friction. CoinBridge The bank charter serves as the single regulatory foundation underpinning all three expansion pillars, providing embedded banking services and scalable compliance across jurisdictions Regulatory Scalability Largely replaces duplicative state licensing with one durable, future-proof framework Enhanced Innovation Greater certainty accelerates deployment of merchant-facing financial solutions Confidence & Growth Strengthens trust with regulators, counterparties, and customers. Proposed Product Expansion Regulatory Foundation
Nayax Energy + Lynkwell Nayax Energy and Lynkwell now operate as one EV platform, with global payment infrastructure fused directly into the charging software stack, scaling deployment and winning marquee operators worldwide while running a leaner cost base. One Integrated EV Business Unified payments Card-present transactions already run on Nayax's global payment rails inside Lynkwell's software. E-commerce payments migrate in 2H26 onto one hardware-to-settlement stack. Platform migration underway Migration from Nayax Energy Core has begun, with the first customers already live. All customers will move to the Lynkwell software globally by 2027. Leaner combined cost base Combining Nayax Energy with Lynkwell removed significant redundancy, taking headcount down and keeping Energy below its operating budget. Deployment Pace More than double our pre-acquisition charger deployment rate of DC fast charger connections Global Reach New customers won across more than a dozen countries in recent months, spanning chargers, payment terminals and software. Landing Marquee Operators Winning leading CPOs in Israel and Australia, plus a competitive public-tender win in the Netherlands. White-Label Pipeline Demand is running ahead of capacity: our white-label onboarding schedule is already booked into 2027, each rollout adding recurring software and payment revenue.
Financial Performance & Outlook
Strong growth Revenue increased 28% to $122.6 million, driven by both new and existing customer expansion Organic revenue (2) growth for the quarter was 21% Recurring revenue grew 24% to $87.7 million and represented 72% of total revenue Number of customers increased 20% to approximately 125k Total transaction value increased 29% to $2.06 billion Total number of transactions increased 12% to 815 million Managed and connected devices increased 13% to 1.6 million KPIs Profitability Gross Margin was 46.9%, down from 48.3% in Q2 2025, as strong recurring margins were offset by lower POS devices margins, reflecting the lower-margin Lynkwell product mix relative to our VPOS family and higher freight and logistics costs. Adjusted EBITDA(3) increased 12% to $14.1 million, representing 12% of revenue compared to 13% in Q2 2025 Adjusted Net Income(4) was $6.0 million compared to $11 million in the last year’s second quarter driven primarily by higher financial expenses All comparisons are relative to the second quarter and three-month period ended June 30, 2025 (the “prior year period”). Organic Revenue is a non-IFRS financial measure that we define as total revenue adjusted to exclude the revenue attributable to acquired businesses for a period of 12 months following their acquisition. Q2 2026 includes $6.5 million of revenues from recent acquisitions. Please refer to the Appendix for a definition of Organic Revenue. Adjusted EBITDA is a non-IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA and for a reconciliation of Adjusted EBITDA to the most directly comparable IFRS measure. Adjusted Net Income is a non-IFRS financial measure. Please refer to the Appendix for a definition of Adjusted Net Income and for a reconciliation of Net Income to the most directly comparable IFRS measure. Q2 2026 Key Highlights(1)
Highly Attractive Customer Base And Global Reach Low Customer Concentration Global Revenue Diversification Q2 2026 Q2 2026
2025 revenue grew 28% to $400.4 million Recurring revenue represented 72% of total revenue CAGR 2025 v 2021 Organic Revenue is a non-IFRS financial measure that we define as total revenue adjusted to exclude the revenue attributable to acquired businesses for a period of 12 months following their acquisition. Q2 2026 includes $6.5 million of revenues from recent acquisitions. Please refer to the Appendix for a definition of Organic Revenue. CAGR(1) +35.4% ▲ 15 Annual Revenue ($M) Quarterly Revenue ($M) QoQ +28.2% ▲ Strong Q2 2026 growth of 28% QoQ driven by both new and existing customer expansion, adding more than 5,300 customers this quarter Organic revenue (2) growth for the quarter was 21% Recurring revenue increased by 24% compared to Q2 2025 and represented 72% of our total revenue in Q2 2026 Payment processing fees increased 25% SaaS revenue increased 22% Rapid and Sustainable Revenue Growth
CAGR +47.8% ▲ 16 Annual Processing Revenue ($M) Quarterly Processing Revenue ($M) QoQ +25.1% ▲ Please refer to the Appendix for a definition of Take Rate Payment processing fees increased by 30% YoY in 2025 Processing take rate remained stable at approximately 2.7% Transaction value increased to $6.4 billion from $4.9 billion Number of transactions increased to 2.9 billion from 2.4 billion 25% increase in processing revenue as the market continues its cash-to-cashless conversion, driven by: 13% increase in our installed base of managed and connected devices 29% increase in dollar transaction value Processing Revenue Growth & Take Rate(1) Primarily driven by higher number of transactions across our installed-base
CAGR +41.5% ▲ 17 Annual Gross Profit ($M) Quarterly Gross Profit ($M) QoQ +24.2% ▲ Significant increase in gross margin to 48.2% from 45.1% driven by the improvement in operational efficiencies and continued streamlining of supply chain as well as the reduction in processing costs Gross margin was 46.9%, down from 48.3% in Q2 2025, as strong recurring margins were offset by lower POS devices margins, reflecting the lower-margin Lynkwell product mix relative to our VPOS family and higher freight and logistics costs. Recurring Revenue Mix drives High Gross Margin Q2 Gross Margin Eases to 46.9% on Product Mix Profit Margin
18 Annual Adjusted OPEX(1) ($M) Quarterly Adjusted OPEX(1) ($M) Ongoing improvement in adjusted OPEX as a percentage of revenue to 33% reflects increasing operating leverage in the business Adjusted OPEX as a percentage of revenue held steady at 36%, in line with Q2 2025 Adjusted OPEX is a non-IFRS financial measure. Please refer to the Appendix for a reconciliation of Adjusted OPEX to the most directly comparable IFRS measure. Cost Base Under Control as We Scale Disciplined investment without slowing the growth engine
YoY(2) +72.1% ▲ 19 Annual Adj EBITDA(1) ($M) Quarterly Adj EBITDA(1) ($M) QoQ +12.0% ▲ % Adjusted EBITDA out of revenue. Adjusted EBITDA is a non-IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA and for a reconciliation of Adjusted EBITDA to the most directly comparable IFRS measure. Full year 2025 v full year 2024 Adjusted EBITDA of $61.1 million in 2025 increased significantly from $35.5 million in 2024. An impressive growth demonstrated by solid operating leverage as a result of profitable expansion, improving gross & operating margins, while strategically investing in growth opportunities Adjusted EBITDA increased 12% to $14.1 million, representing 12% of revenue compared to 13% in Q2 2025, mainly impacted by the Israeli Shekel appreciation against the US Dollar Earnings Growth Holds Through FX Headwinds Margin held broadly flat as currency moves offset operational gains
Metric FY 2026 Revenue $510m - $520m Organic Revenue (2) 22%-25% Adjusted EBITDA (3) $85m-$90m Free Cash Flow (4) 5%-10% conversion from Adjusted EBITDA Due to the inherent difficulty in forecasting and quantifying the amounts of certain items that are necessary for such reconciliation, the Company is not able, without unreasonable effort, to provide a reconciliation of forward-looking Adjusted EBITDA to IFRS net income (loss), in particular because items such as finance expenses and issuance and acquisition costs used to calculate projected net income (loss) can vary dramatically based on actual events. Therefore, the Company is not able to forecast on an IFRS basis with reasonable certainty all deductions needed in order to provide an IFRS calculation of projected net income (loss) at this time. The amount of these deductions may be material and therefore could result in projected IFRS net income (loss) being materially different than projected Adjusted EBITDA (non-IFRS). Organic Revenue is a non-IFRS financial measure that we define as total revenue adjusted to exclude the revenue attributable to acquired businesses for a period of 12 months following their acquisition. Please refer to the Appendix for a definition of Organic Revenue. Adjusted EBITDA is a non-IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA Free Cash Flow is a non-IFRS financial measure. Please refer to the Appendix for a definition of Free Cash Flow 2026 Outlook (1) Continued growth & profitability expansion Guidance Assumptions Revenue guidance is inclusive of organic revenue growth of 22% to 25% Expected further improvement in profitability with adjusted EBITDA margin of around 17% Customer demand continues to be strong Assumes no material changes in macroeconomic conditions
Mid-term Outlook (1) Revenue $1bn Gross Margin 50% Adjusted EBITDA(2) 30% 2028 framework, includes $1 billion in revenue, driven by a combination of organic growth and strategic M&A, 50% gross margin, and 30% adjusted EBITDA margin. The increasing share of recurring revenue, the continued growth in ARPU, and the discipline around operating expenses all support the trajectory towards our long-term profile. These targets reflect the long-term fly wheel power of our business model as it scales, and the expected operating leverage which remain consistent with the framework we outlined Due to the inherent difficulty in forecasting and quantifying the amounts of certain items that are necessary for such reconciliation, the Company is not able, without unreasonable effort, to provide a reconciliation of forward-looking Adjusted EBITDA to IFRS net income (loss), in particular because items such as finance expenses and issuance and acquisition costs used to calculate projected net income (loss) can vary dramatically based on actual events. Therefore, the Company is not able to forecast on an IFRS basis with reasonable certainty all deductions needed in order to provide an IFRS calculation of projected net income (loss) at this time. The amount of these deductions may be material and therefore could result in projected IFRS net income (loss) being materially different than projected Adjusted EBITDA (non-IFRS). Adjusted EBITDA is a non-IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA
Appendix 22
Device Revenue VPOS Touch All-in-one cashless card reader and telemetry device Purchase fee per sold connected POS Onyx VPOS Media Nova Market Competitive Price to Attract Customers 1. Hardware 2. SaaS 3. Processing Fee 72% Recurring Revenue 2.62% Payment Take Rate (1) 120% Dollar Based Net Retention Rate (2) SaaS management system for enhanced business optimization Monthly subscription fee (SaaS) per connected POS Global, localized cashless payment acceptance for maximized conversion Full payment suite – EMV Payments, Prepaid System, Payments API APMs, Licensed financial institution Processing fee as % of transaction value Please refer to the Appendix for a definition of take rate Net retention rate based on SaaS revenue and payment processing fees. Please refer to the Appendix for the definition of NRR Recurring Revenue Complete end-to-end solutions secure recurring revenue
Key Market Drivers Growth Driven by Multiple Self-Service Verticals Source: Research report regarding the unattended & connected machines market dated 2024 by one of our Third-Party Market Research Firms Cashless Transaction Value by Vertical Large and growing installed base of unattended machines expected to grow from ~48M in 2025 to ~60M by 2029, with connected machines growing 2.5x faster, from ~16M to ~27M over the same period This accelerated connected device growth is driven by the conversion of existing cash-only machines to cashless-enabled devices, as operators upgrade their fleets to meet rising consumer demand for digital payments Cashless payment volume in unattended retail estimated to significantly increase globally from 2025 to 2029 2021-2025E CAGR 21% 2025E-2029E CAGR 19% Massive Cashless Opportunity TAM of 45M+ Unattended Machines and Growing $257bn 8 15 20 27 32 36 118
Expand Internationally Enter Emerging, High-Growth Verticals Retain And Grow With Existing Customers Innovate & Develop New Solutions Win New Large Enterprise and SMB Customers Globally as well as OEM Expanding through M&A to new markets with new channels/ technology Advance Strategy for Sustained Long-Term Profitable Growth
Payment as a Center of Gravity Global Cashless Payments Acceptance Multiple Integrated POS Unattended POS POS & Registers Management Platform Loyalty & Marketing Solutions Embedded Financing & Banking Multiple unattended retail verticals Automated Self Service Hospitality & Retail Robust solution for numerous retail verticals Complete electric vehicle charging & payment solutions Energy & Mobility Diverse payment and automation solutions for the fueling industry Fuel
Global Offices 13 *POS devices Distributors 80+ Global OEM Partners 3,500+ Resellers 1,195 Online eShops 14 Financial Partners 50 Nano 1-25* SMB 26-3,000* Enterprise > 3k* As of 31st of December 2025 Our Differentiated Go-To-Market Strategy
IFRS to Non-IFRS Reconciliation Primarily other compensation arrangements provided to the shareholders of VMT Other Income for Q2 2025 is primarily gain recognized from remeasurement an equity accounted investee, upon obtaining control of Nayax Capital. Other Expenses for Q2 2026 are mainly payroll expenses resulting from one-time structural change made by the Company Quarter ended (U.S. dollars in thousands) Jun 30, 2026 Jun 30, 2025 Net income/(loss) for the period (10,117) 11,652 Finance expense, net 1,799 (2,468) Income tax expense 1,668 333 Depreciation and amortization 7,572 6,014 EBITDA 922 15,531 Share-based payment costs 12,395 2,512 Employment benefit cost(1) 319 188 Other (income) expenses(2) 493 (5,621) Adjusted EBITDA 14,129 12,610
IFRS to Non-IFRS Reconciliation Quarter ended (U.S. dollars in thousands) Jun 30, 2026 Jun 30, 2025 Net income/(loss) for the period (10,117) 11,652 Share-based payment costs 12,395 2,512 Employment benefit cost(1) 319 188 Other (income) expense(2) 493 (5,621) Amortization of acquired intangibles(3) 2,949 2,277 Adjusted net income for the period 6,039 11,008 Primarily other compensation arrangements provided to the shareholders of VMT Other Income for Q2 2025 is primarily gain recognized from remeasurement an equity accounted investee, upon obtaining control of Nayax Capital. Other Expenses for Q2 2026 are mainly payroll expenses resulting from one-time structural change made by the Company Includes deferred tax income related to amortization of acquired intangibles
Quarter ended (U.S. dollars in thousands) Jun 30, 2026 Jun 30, 2025 OPEX 63,604 42,276 Stock Based Compensation (11,997) (2,371) Depreciation & Amortization (7,133) (5,710) Employment Benefit Cost(1) (319) (188) Adjusted OPEX 44,155 34,007 IFRS to Non-IFRS Reconciliation Quarter ended (U.S. dollars in thousands) Jun 30, 2026 Jun 30, 2025 Operating Cash (1,259) 12,946 Capitalized development costs (9,370) (6,262) Acquisition of property and equipment (2,487) (1,110) Free Cash Flow (13,116) 5,574 Primarily other compensation arrangements provided to the shareholders of VM
Key Definitions Measured as a percentage of Recurring Revenue from returning customers in a given period as compared to the Recurring Revenue from such customers in the prior period, which reflects the increase in revenue and the rate of losses from customer churn. Dollar-based net retention rate Nayax presents constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. Future expected results for transactions in currencies other than United States dollars are converted into United States dollars using the exchange rates in effect in the last month of the reporting period. Nayax provides this financial information to aid investors in better understanding our performance. These constant currency financial measures presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with IFRS. Constant Currency Adjusted EBITDA is a non-IFRS financial measure that we define as profit or loss for the period plus finance expenses, tax expense, depreciation and amortization, share-based compensation costs, non-recurring issuance and acquisition related costs and our share in losses of associates accounted for by the equity method. Adjusted EBITDA Devices that are integrated with our platform services, either sold or leased by us, enabling seamless connectivity, data exchange, and service management. These devices operate within our ecosystem, ensuring optimized performance and enhanced user experience. Connected Devices Devices that are operated by our customers. Managed & Connected Devices Customers that contributed to Nayax revenue in the last 12 months. End Customers SAAS revenue and payment processing fees. Recurring Revenue The percentage of revenue lost as a result of customers leaving our platform in the last 12 months. Revenue Churn Revenue generated within a given cohort over the years presented. Each cohort represents customers from whom we received revenue for the first time, in a given year. Existing Customer Expansion Net cash provided from operating activities minus capitalized development costs and acquisition of property and equipment. Free Cash Flow Third-party devices on which we provide a software solution, enabling functionality, monitoring, and management without direct ownership or control over the hardware. Managed Devices Total OPEX excluding stock base compensation, depreciation & amortization Adjusted OPEX Payment service providers typically take a percentage of every transaction in exchange for facilitating the movement of funds from the buyer to the seller. Take rate % (payments) is calculated by dividing the Company’s processing revenue by the total dollar transaction value in the same quarter Take Rate A financial metric that measures the average recurring revenue generated per connected device over a 12 months trailing period. ARPU Organic Revenue is a non-IFRS financial measure that we define as total revenue adjusted to exclude the revenue attributable to acquired businesses for a period of 12 months following their acquisition. This measure helps provide insight on organic and acquisition-related growth and presents useful information about comparable revenue growth. Organic Revenue Adjusted Net Income is a non-IFRS financial measure that we define as the net income or loss for the period, plus share-based compensation costs, one time and non-recurring items cost such as restructuring and M&A costs, amortization of acquired intangibles and gains or losses on equity investments. Adjusted Net Income
Aaron Greenberg Chief Strategy Officer [email protected] IR Contact Thank You! ir.nayax.com Website