Nayax Ltd 6-K, filed May 12, 2026
Nayax Ltd. (NYAX)
About this 6-K
Nayax Ltd filed this 6-K on May 12, 2026.
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 May 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 May 12, 2026, Nayax Ltd. (the “Company”) issued a press release titled “Nayax Reports First Quarter 2026 Results”. A copy of the press release is furnished as Exhibit 99.1 hereto.
In addition, on May 12, 2026, the Company posted on its website a corporate presentation titled “First 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:
| Exhibit | Description |
| 99.1 | Press Release titled “Nayax Reports First Quarter 2026 Results” dated May 12, 2026 |
| 99.2 | Corporate Presentation titled “First Quarter 2026 Results” dated May 12, 2026 |
2
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: May 12, 2026
| (1) |
Organic Revenue, Adjusted EBITDA, Free Cash Flow and Adjusted OPEX are non-IFRS financial measures. Please refer to the footnote 3 in the table below and the additional tables at the end of this press release for a reconciliation of
Organic Revenue, Adjusted EBITDA, Free Cash Flow and Adjusted OPEX to the most directly comparable IFRS measure for each. The Company does not provide a reconciliation of forward-looking Adjusted EBITDA 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 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).
|
|
Revenue Summary
|
Q1 2026 ($M)
|
Q1 2025 ($M)
|
Growth (%)
|
|
Payment processing fees
|
47.7
|
36.9
|
29%
|
|
SaaS revenue
|
31.6
|
25.3
|
25%
|
|
Total recurring revenue (1)
|
79.3
|
62.2
|
27%
|
|
POS devices revenue (2)
|
27.6
|
18.9
|
46%
|
|
Total revenue (3)
|
106.9
|
81.1
|
32%
|
|
Margin Summary
|
Q1 2026
|
Q1 2025
|
Variance
|
|
Payment processing margin
|
39.8%
|
35.8%
|
+4.0%
|
|
SaaS margin
|
76.5%
|
75.9%
|
+0.6%
|
|
Total recurring margin
|
54.4%
|
52.1%
|
+2.3%
|
|
POS devices margin
|
33.1%
|
39.5%
|
-6.4%
|
|
Total margin
|
48.9%
|
49.2%
|
-0.3%
|
| • |
Revenue increased 32% to $106.9 million from $81.1 million driven by both new and existing customer expansion.
|
| • |
Organic Revenue growth for the quarter was 26%.
|
| • |
Recurring revenue from SaaS and payment processing fees grew 27%, to $79.3 million and represented 74% of total revenue.
|
| • |
POS devices revenue increased by 46% to $27.6 million with strong demand for our products across all market segments.
|
| • |
Gross margin was 48.9%, in line with the previous year’s quarter margin of 49.2%.
|
| o |
Recurring margin improved to 54.4% from 52.1%, driven mainly by processing margin that improved to nearly 40% from 35.8% reflecting the ongoing benefits of renegotiated contracts with several bank acquirers and the Company’s improved
smart-routing capabilities. SaaS margin improved as well to 76.5% from 75.9%. Both processing and SaaS margins reflect the Company’s growing scale and increasing transaction volumes.
|
| o |
Hardware margin was 33.1% compared to 39.5% due to marketing promotions for our newly released “PIN-on-glass” VPOS Media devices in Europe
|
| • |
Operating profit was $4.1 million compared to $7.9 million. Q1 2025 included a one-time gain of approximately $6.1 million related to Nayax’s share purchase of Tigapo.
|
| • |
Financial expenses, net, for the quarter, increased by $2.9 million dollars as a result of interest expenses related to the two bonds offerings completed in 2025 on TASE, which raised a total of nearly 1 billion shekels.
|
| • |
Net income was $1.3 million compared to net income of $7.2 million. Q1 2025 net income included a one-time gain associated with Tigapo.
|
| • |
Basic and diluted earnings per share for the quarter ending March 31, 2026 were $0.034 and $0.031, respectively.
|
| • |
Weighted average number of basic and diluted shares for the first quarter of 2026 were 37,355,838 and 41,546,785, respectively.
|
| • |
Adjusted OPEX of $38.9 million dollars was 36% of revenue, an improvement over the prior year period, and included a full quarter of Lynkwell expenses. Adjusted OPEX had an unfavorable impact of $1.2 million dollars in the quarter
compared sequentially to Q4 2025, due to foreign currency volatility.
|
| • |
Adjusted EBITDA increased 43% to $13.9 million dollars, representing 13% of revenue and demonstrating the operating leverage of the business compared to $9.7 million, representing a margin of 12% of total revenue, in last year’s first
quarter.
|
| • |
Cash flow provided from operating activities was $3.6 million and Free Cash Flow was negative at $6.0 million mainly due to increased infrastructure investment, and the timing of cash settlement from processing activities.
|
| • |
As of March 31, 2026, the Company had $306.2 million in cash and cash equivalents and short-term deposits. Short-term and long-term debt balances was $325.3 million.
|
|
Key Performance Indicators
|
Q1 2026
|
Q1 2025
|
Growth (%)
|
|
Total transaction value ($m)
|
1,791
|
1,342
|
33%
|
|
Number of processed transactions (millions)
|
759
|
652
|
16%
|
|
Take rate (payments) (4)
|
2.66%
|
2.75%
|
-0.1%
|
|
Managed and connected devices (thousands)
|
1,504
|
1,329
|
13%
|
|
Customers
|
120,035
|
100,021
|
20%
|
|
ARPU ($) (5)
|
247
|
216
|
14%
|
| • |
Total transaction value grew by 33% to $1.8 billion.
|
| • |
Number of processed transactions increased 16% to 759 million.
|
| • |
Take rate was strong at 2.66%.
|
| • |
Growth in the customer base continued at a healthy pace, adding more than 5,500 new customers in the first quarter of 2026, an increase of 20% reaching 120,000.
|
| • |
ARPU increased to $247, representing a 14% 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 charging,
amusement facilities, and car washes.
|
| • |
Partners with E-Plug, to power nationwide EV charging expansion, combining Nayax’s payment technology with Lynkwell’s charging management platform, enabling Energy Plus to manage, monetize, and scale its US network from a single
integrated solution.
|
| • |
U.S. TOLL-FREE: 1-877-737-7051
|
| • |
ISRAEL TOLL-FREE: 1-809-455-690
|
| • |
INTERNATIONAL: 1-201-689-8878
|
| • |
Replay TOLL-FREE: 1-844-512-2921
|
| • |
Replay TOLL/INTERNATIONAL: 1-412-317-6671
|
| • |
Access PIN: 13759826
|
|
Public Relations Contact:
Scott Gamm
Strategy Voice Associates
Scott@strategyvoiceassociates.com
|
Investor Relations Contact:
Aaron Greenberg
Chief Strategy Officer
IR@nayax.com
|
|
March 31
|
December 31
|
|||||||
|
2026
|
2025
|
|||||||
|
U.S. dollars in thousands
|
||||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
304,745
|
319,538
|
||||||
|
Restricted cash transferable to customers for processing activity
|
98,136
|
91,965
|
||||||
|
Short-term bank deposits
|
1,492
|
1,171
|
||||||
|
Receivables in respect of processing activity
|
73,120
|
47,865
|
||||||
|
Trade receivable, net
|
100,558
|
103,975
|
||||||
|
Inventory
|
28,552
|
28,594
|
||||||
|
Other current assets
|
28,075
|
27,056
|
||||||
|
Total current assets
|
634,678
|
620,164
|
||||||
|
NON-CURRENT ASSETS:
|
||||||||
|
Long-term bank deposits
|
213
|
211
|
||||||
|
Other long-term assets
|
8,740
|
8,596
|
||||||
|
Right-of-use assets, net
|
7,990
|
8,911
|
||||||
|
Property and equipment, net
|
21,665
|
20,362
|
||||||
|
Goodwill and intangible assets, net
|
193,662
|
190,493
|
||||||
|
Deferred income tax assets
|
4,860
|
3,901
|
||||||
|
Total non-current assets
|
237,130
|
232,474
|
||||||
|
TOTAL ASSETS
|
871,808
|
852,638
|
||||||
|
March 31
|
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
|
5,542
|
5,538
|
||||||
|
Current maturities of leases liabilities
|
3,401
|
3,474
|
||||||
|
Payables in respect of processing activity
|
216,750
|
180,795
|
||||||
|
Trade payables
|
22,242
|
29,370
|
||||||
|
Other payables
|
44,337
|
52,021
|
||||||
|
Total current liabilities
|
295,492
|
274,418
|
||||||
|
NON-CURRENT LIABILITIES:
|
||||||||
|
Long-term bank loans
|
9,660
|
10,465
|
||||||
|
Other long-term liabilities
|
6,511
|
9,329
|
||||||
|
Debentures
|
312,463
|
314,064
|
||||||
|
Lease liabilities
|
5,521
|
6,402
|
||||||
|
Deferred income taxes
|
6,785
|
6,945
|
||||||
|
Total non-current liabilities
|
340,940
|
347,205
|
||||||
|
TOTAL LIABILITIES
|
636,432
|
621,623
|
||||||
|
EQUITY:
|
||||||||
|
Shareholders Equity:
|
||||||||
|
Share capital
|
9
|
9
|
||||||
|
Additional paid in capital
|
243,877
|
242,759
|
||||||
|
Capital reserves
|
7,446
|
7,882
|
||||||
|
Accumulated deficit
|
(15,956
|
)
|
(19,635
|
)
|
||||
|
TOTAL EQUITY
|
235,376
|
231,015
|
||||||
|
TOTAL LIABILITIES AND EQUITY
|
871,808
|
852,638
|
||||||
|
Three months ended
March 31 |
||||||||
|
2026
|
2025
|
|||||||
|
U.S. dollars in thousands
|
||||||||
|
(Excluding earnings per share data)
|
||||||||
|
Revenues
|
106,856
|
81,110
|
||||||
|
Cost of revenues
|
(54,582
|
)
|
(41,211
|
)
|
||||
|
Gross Profit
|
52,274
|
39,899
|
||||||
|
Research and development expenses
|
(7,996
|
)
|
(7,152
|
)
|
||||
|
Selling, general and administrative expenses
|
(36,320
|
)
|
(27,541
|
)
|
||||
|
Depreciation and amortization in respect of technology and capitalized development costs
|
(3,825
|
)
|
(3,176
|
)
|
||||
|
Other income (expenses)
|
-
|
6,089
|
||||||
|
Share of losses of equity method investees
|
-
|
(226
|
)
|
|||||
|
Operating Income
|
4,133
|
7,893
|
||||||
|
Financial Income
|
2,955
|
1,836
|
||||||
|
Financial Expense
|
(6,361
|
)
|
(2,327
|
)
|
||||
|
Profit before taxes on income
|
727
|
7,402
|
||||||
|
Tax benefits (expenses)
|
553
|
(246
|
)
|
|||||
|
Profit for the period
|
1,280
|
7,156
|
||||||
|
Earnings per share attributed to shareholders of the Company:
|
||||||||
|
Basic earnings per share
|
0.034
|
0.195
|
||||||
|
Diluted earnings per share
|
0.031
|
0.192
|
||||||
|
Three months ended
March 31 |
||||||||
|
2026
|
2025
|
|||||||
|
U.S. dollars in thousands
|
||||||||
|
Profit for the period
|
1,280
|
7,156
|
||||||
|
Other comprehensive income (loss) for the period:
|
||||||||
|
Items that may be reclassified to profit or loss:
|
||||||||
|
Gain from translation of financial statements of foreign operations
|
1,102
|
686
|
||||||
|
Loss on cash flow hedges
|
(1,538
|
)
|
(1,071
|
)
|
||||
|
Total other comprehensive income (loss) for the period
|
(436
|
)
|
(385
|
)
|
||||
|
Total comprehensive income for the period
|
844
|
6,771
|
||||||
|
Equity attributed to shareholders of the Company
|
||||||||||||||||||||||||||||
|
Share
capital |
Additional paid in capital
|
Remeasurement of post-employment benefit obligations
|
Other capital
reserves
|
Foreign currency translation reserve
|
Accumulated
deficit |
Total
equity |
||||||||||||||||||||||
|
U.S. dollars in thousands
|
||||||||||||||||||||||||||||
|
Balance at January 1, 2025 (audited)
|
9
|
220,715
|
463
|
9,973
|
(2,604
|
)
|
(63,311
|
)
|
165,245
|
|||||||||||||||||||
|
Changes in the three months ended March 31, 2025:
|
||||||||||||||||||||||||||||
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
7,156
|
7,156
|
|||||||||||||||||||||
|
Other comprehensive income (loss) for the period
|
-
|
-
|
-
|
(1,071
|
)
|
686
|
-
|
(385
|
)
|
|||||||||||||||||||
|
Issuance of warrants, net
|
-
|
5,706
|
-
|
-
|
-
|
-
|
5,706
|
|||||||||||||||||||||
|
Employee options exercised and vesting of RSUs
|
*
|
1,150
|
-
|
-
|
-
|
-
|
1,150
|
|||||||||||||||||||||
|
Share-based payment
|
-
|
-
|
-
|
-
|
-
|
1,931
|
1,931
|
|||||||||||||||||||||
|
Balance on March 31, 2025 (unaudited)
|
9
|
227,571
|
463
|
8,902
|
(1,918
|
)
|
(54,224
|
)
|
180,803
|
|||||||||||||||||||
|
Balance at January 1, 2026(audited)
|
9
|
242,759
|
516
|
10,391
|
(3,025
|
)
|
(19,635
|
)
|
231,015
|
|||||||||||||||||||
|
Changes in the three months ended March 31, 2026:
|
||||||||||||||||||||||||||||
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
1,280
|
1,280
|
|||||||||||||||||||||
|
Other comprehensive income (loss) for the period
|
-
|
-
|
-
|
(1,538
|
)
|
1,102
|
-
|
(436
|
)
|
|||||||||||||||||||
|
Employee options exercised and vesting of RSUs
|
*
|
1,118
|
-
|
-
|
-
|
-
|
1,118
|
|||||||||||||||||||||
|
Share-based payment
|
-
|
-
|
-
|
-
|
-
|
2,399
|
2,399
|
|||||||||||||||||||||
|
Balance on March 31, 2026 (unaudited)
|
9
|
243,877
|
516
|
8,853
|
(1,923
|
)
|
(15,956
|
)
|
235,376
|
|||||||||||||||||||
|
Three months ended
March 31 |
||||||||
|
2026
|
2025
|
|||||||
|
U.S. dollars in thousands
|
||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net profit for the period
|
1,280
|
7,156
|
||||||
|
Adjustments required to reflect the cash flow from operating activities (see Appendix A)
|
2,298
|
(5,867
|
)
|
|||||
|
Net cash provided by operating activities
|
3,578
|
1,289
|
||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Capitalized development costs
|
(7,794
|
)
|
(6,226
|
)
|
||||
|
Acquisition of property and equipment
|
(1,804
|
)
|
(796
|
)
|
||||
|
Loans granted to related companies and others
|
229
|
(100
|
)
|
|||||
|
Decrease in bank deposits
|
-
|
9,555
|
||||||
|
Interest received
|
2,816
|
1,297
|
||||||
|
Investments in financial assets and other asset
|
(270
|
)
|
-
|
|||||
|
Proceeds from sub-lessee
|
-
|
22
|
||||||
|
Payments for acquisitions of subsidiaries, net of cash acquired
|
-
|
(8,200
|
)
|
|||||
|
Payment of deferred consideration and contingent liability due consideration of subsidiary acquisition
|
(2,768
|
)
|
(3,536
|
)
|
||||
|
Net cash used in investing activities
|
(9,591
|
)
|
(7,984
|
)
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Proceeds from issue of debentures and warrants, net
|
-
|
132,941
|
||||||
|
Interest paid
|
(9,775
|
)
|
(1,198
|
)
|
||||
|
Changes in short-term bank credit and short term loan
|
-
|
(25,226
|
)
|
|||||
|
Repayment of long-term bank loans
|
(805
|
)
|
(6,274
|
)
|
||||
|
Repayment of other long-term liabilities
|
-
|
(1,000
|
)
|
|||||
|
Employee options exercised
|
1,344
|
1,196
|
||||||
|
Principal lease payments
|
(924
|
)
|
(704
|
)
|
||||
|
Net cash provided by (used in) financing activities
|
(10,160
|
)
|
99,735
|
|||||
|
Increase (Decrease) in cash and cash equivalents
|
(16,173
|
)
|
93,040
|
|||||
|
Balance of cash and cash equivalents at beginning of year
|
319,538
|
83,130
|
||||||
|
Gains (losses) from exchange differences on cash and cash equivalents
|
(589
|
)
|
284
|
|||||
|
Gains from translation of cash and cash equivalents of foreign operation
|
1,969
|
309
|
||||||
|
Balance of cash and cash equivalents at end of year
|
304,745
|
176,763
|
||||||
|
Three months ended
March 31 |
||||||||
|
2026
|
2025
|
|||||||
|
U.S. dollars in thousands
|
||||||||
|
Appendix A – adjustments required to reflect the cash flows from operating activities:
|
||||||||
|
Adjustments in respect of:
|
||||||||
|
Depreciation and amortization
|
7,177
|
5,721
|
||||||
|
Post-employment benefit obligations, net
|
9
|
11
|
||||||
|
Deferred taxes
|
(1,224
|
)
|
(691
|
)
|
||||
|
Finance expenses, net
|
4,271
|
(1,462
|
)
|
|||||
|
Income from gaining control in subsidiary
|
-
|
(6,089
|
)
|
|||||
|
Share of loss of equity method investee
|
-
|
226
|
||||||
|
Long-term deferred income
|
(746
|
)
|
(39
|
)
|
||||
|
Expenses in respect of share-based compensation
|
2,252
|
1,783
|
||||||
|
Total adjustments
|
11,739
|
(540
|
)
|
|||||
|
Changes in operating asset and liability items:
|
||||||||
|
Increase in restricted cash transferable to customers for processing activity
|
(6,171
|
)
|
(11,669
|
)
|
||||
|
Increase in receivables from processing activity
|
(25,255
|
)
|
(19,452
|
)
|
||||
|
Decrease in trade receivables
|
3,332
|
1,398
|
||||||
|
Decrease (Increase) in other current assets
|
(2,351
|
)
|
256
|
|||||
|
Decrease (Increase) in inventory
|
70
|
(784
|
)
|
|||||
|
Increase in payables in respect of processing activity
|
35,955
|
31,523
|
||||||
|
Decrease in trade payables
|
(7,325
|
)
|
(6,381
|
)
|
||||
|
Decrease in other payables
|
(7,696
|
)
|
(218
|
)
|
||||
|
Total changes in operating asset and liability items
|
(9,441
|
)
|
(5,327
|
)
|
||||
|
Total adjustments required to reflect the cash flow from operating activities
|
2,298
|
(5,867
|
)
|
|||||
|
Appendix B – Information regarding investing and financing activities not involving cash flows:
|
||||||||
|
Purchase of property and equipment on credit
|
197
|
115
|
||||||
|
Recognition of right-of-use assets through lease liabilities
|
128
|
-
|
||||||
|
Share based payments costs attributed to development activities, capitalized as intangible assets
|
147
|
148
|
||||||
|
Quarter ended
(U.S. dollars in thousands)
|
||
|
Mar 31, 2026
|
Mar 31, 2025
|
|
|
Net income for the period
|
1,280
|
7,156
|
|
Finance expense, net
|
3,406
|
491
|
|
Income tax expense (benefit)
|
(553)
|
246
|
|
Depreciation and amortization
|
7,177
|
5,721
|
|
EBITDA
|
11,310
|
13,614
|
|
Share-based payment costs
|
2,252
|
1,783
|
|
Employment benefit cost(1)
|
313
|
182
|
|
Other (income) expense(2)
|
-
|
(6,089)
|
|
Share of loss of equity method investee
|
-
|
226
|
|
ADJUSTED EBITDA
|
13,875
|
9,716
|
| (1) |
Other compensation arrangements provided to the shareholders of VMT
|
| (2) |
Primarily gain recognized from remeasurement an equity accounted investee, upon obtaining control of Tigapo
|
|
Quarter ended
(U.S. dollars in thousands)
|
||
|
Mar 31, 2026
|
Mar 31, 2025
|
|
|
Operating Cash
|
3,578
|
1,289
|
|
Capitalized development costs
|
(7,794)
|
(6,226)
|
|
Acquisition of property and equipment
|
(1,804)
|
(796)
|
|
Free Cash Flow
|
(6,020)
|
(5,733)
|
|
Quarter ended
(U.S. dollars in thousands)
|
||
|
Mar 31, 2026
|
Mar 31, 2025
|
|
|
OPEX
|
48,141
|
37,881
|
|
Stock Based Compensation
|
(2,177)
|
(1,715)
|
|
Depreciation & Amortization
|
(6,754)
|
(5,499)
|
|
Employment Benefit Cost(1)
|
(313)
|
(182)
|
|
Adjusted OPEX
|
38,897
|
30,485
|
| (1) |
Other compensation arrangements provided to the shareholders of VMT
|
Exhibit 99.2
1 First Quarter 2026 Results May 12 , 2026
2 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 27 A of the Securities Act of 1933 , as amended, Section 21 E 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 and Adjusted OPEX, 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 and Adjusted OPEX as well as reconciliations of Adjusted EBITDA 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 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 projecte d 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 (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 und er applicable law, its rights or the rights of the applicable licensor to these trademarks and trade names. This presentation al so 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
3 Today ’ s Presenters 3 Yair Nechmad CEO & Co - Founder Sagit Manor CFO 3
4 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
5 No. of Employees 1,200 + Countries with devices 120 + Payment Methods 80 + Markets with distributors 80 + Currencies 50 + Languages 35 Company Overview: Full Year 2025 Revenue $ 400.4 M 2024 : $ 314.0 M ▲ 28 % Recurring revenue $ 287.2 M 2024 : $ 222.3 M ▲ 29 % Gross Margin 48.2 % 2024 : 45.1 % ▲ 3.1 % Adj. EBITDA ( 1 ) $ 61.1 M 2024 : $ 35.5 M ▲ 72 % Total transaction value $ 6.4 B Customers 115 K Revenue churn ( 4 ) 2.8 % 2024 : $ 4.9 B ▲ 31 % 2024 : 95 K ▲ 21 % Dollar - based net retention rate ( 3 ) 120 % (1) 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. (2) 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 (3) Net retention rate based on SaaS revenue and payment processing fees. Please refer to the Appendix for the definition of NRR (4) Revenue Churn is a non - IFRS financial measure. Please refer to the Appendix for a definition of Revenue Churn. 2024 Revenue $ 314.0 M $ 315.2 M ( 1 ) 2023 : $ 235.5 M ▲ 33 % Global Presence Canada USA UK Israel Germany Australia China Japan South Africa Brazil New Zealand Netherlands Lithuania Managed & connected devices 1.46 M Annual ARPU ( 2 ) $ 239 2024 : $ 215 ▲ 11 %
6 6 Financial Performance & Outlook
7 Company Overview: Q 1 2026 Revenue $ 106.9 M Q 1 25 : $ 81.1 M ▲ 32 % Recurring revenue $ 79.3 M Q 1 25 : $ 62.2 M ▲ 27 % Gross Margin 48.9 % Q 1 25 : 49.2 % ▲ in line Adj. EBITDA ( 1 ) $ 13.9 M Q 1 25 : $ 9.7 M ▲ 43 % Total transaction value $ 1.8 B Customers 120 K Revenue Churn ( 4 ) 2.8 % Q 1 25 : $ 1.3 B ▲ 33 % Q 1 25 : 100 K ▲ 20 % Dollar - based net retention rate ( 3 ) 122 % (1) 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. (2) 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 (3) Net retention rate based on SaaS revenue and payment processing fees. Please refer to the Appendix for the definition of NRR (4) Revenue Churn is a non - IFRS financial measure. Please refer to the Appendix for a definition of Revenue Churn. Managed & connected devices 1.5 M $ 247 Q 1 25 $ 216 ▲ 14 % Annual ARPU ( 2 ) Nayax 2026 Sales Kick - Off
8 Strong growth • Revenue increased 32 % to $ 106.9 million, driven by both new and existing customer expansion • Organic revenue ( 2 ) growth for the quarter was 26 % • Recurring revenue grew 27 % to $ 79.3 million and represented 74 % of total revenue • Number of customers increased 20 % to approximately 120 k • Total transaction value increased 33 % to $ 1.79 billion • Total number of transactions increased 16 % to 759 million • Managed and connected devices increased 13 % to 1.5 million KPIs Profitability • Gross Margin was in - line with Q 1 2025 at 49 %, driven by higher recurring margins slightly offset by lower hardware margin primarily because of product mix • Adjusted EBITDA ( 3 ) increased 43 % to $ 13.9 million, representing 13.0 % of revenue compared to 12.0 % in Q 1 2025 • Net Income increased to $ 1.3 million compared to net income of $ 1.1 million in the Q 1 2025 , excluding a $ 6.1 million one - time gain associated with Tigapo (1) All comparisons are relative to the first quarter and three - month period ended March 31 , 2025 (the “ prior year period ” ). (2) 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. Q 1 2026 includes $ 4.5 million of revenues from recent acquisitions. Please refer to the Appendix for a definition of Organic Revenue. (3) Adjusted EBITDA is a non - IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA and for a rec onciliation of Adjusted EBITDA to the most directly comparable IFRS measure. Q 1 2026 Key Highlights ( 1 )
9 Highly Attractive Customer Base And Global Reach Low Customer Concentration Global Revenue Diversification North America 41 % Europe 22 % UK 11 % Oceania 9 % LATAM 7 % Israel 6 % Rest of the World 4 % Q 1 2026 Top 3 , 8 % Top 4 - 10 , 7 % Top 11 - 20 , 4 % Top 21 - 50 , 7 % All other customers , 75 % Q 1 2026
10 • 2025 revenue grew 28 % to $ 400.4 million • Recurring revenue represented 72 % of total revenue (1) CAGR 2025 v 2021 (2) 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. Q 1 2026 includes $ 4.5 million of revenues from recent acquisitions. Please refer to the Appendix for a definition of Organic Revenue. CAGR ( 1 ) + 35.4 % ▲ 10 Annual Revenue ($M) Quarterly Revenue ($M) QoQ + 31.8 % ▲ • Strong Q 1 2026 growth of 32 % QoQ driven by both new and existing customer expansion, adding more than 5,500 customers this quarter • Organic revenue ( 2 ) growth for the quarter was 26 % • Recurring revenue increased by 27 % compared to Q 1 2025 and represented 74 % of our total revenue in Q 1 2026 • Payment processing fees increased 29 % • SaaS revenue increased 25 % Rapid and Sustainable Revenue Growth 71.2 104.8 151.1 222.3 287.2 48.0 68.7 84.4 91.7 113.2 119.1 173.5 235.5 314.0 400.4 2021 2022 2023 2024 2025 SAAS Revenue and Payment Processing Fees Integrated POS Sales 62.2 79.3 18.9 27.6 81.1 106.9 Q1-2025 Q1-2026 SAAS Revenue and Payment Processing Fees Integrated POS Sales
11 36.9 47.7 2.75 % 2.66 % 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% (5.0) 5.0 15.0 25.0 35.0 45.0 55.0 Q1-2025 Q1-2026 Payment Processing Fees Processing Take Rate CAGR + 47.8 % ▲ 11 Annual Processing Revenue ($M) Quarterly Processing Revenue ($M) QoQ + 29.3 % ▲ (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 29 % 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 • 33 % increase in dollar transaction value 36.5 59.5 92.2 133.8 174.1 2.56 % 2.51 % 2.53 % 2.73 % 2.70 % 2.20% 2.30% 2.40% 2.50% 2.60% 2.70% 2.80% 2.90% 3.00% (10.0) 10.0 30.0 50.0 70.0 90.0 110.0 130.0 150.0 170.0 190.0 2021 2022 2023 2024 2025 Payment Processing Fees Processing Take Rate Processing Revenue Growth & Take Rate ( 1 ) Primarily driven by higher number of transactions across our installed - base
12 32.4 43.1 7.5 9.2 39.9 52.3 - 10.0 20.0 30.0 40.0 50.0 60.0 Q1-2025 Q1-2026 SAAS and Payment Processing Profit Integrated POS Profit CAGR + 41.5 % ▲ 12 Annual Gross Profit ($M) Quarterly Gross Profit ($M) QoQ + 31.1 % ▲ • 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 in - line with Q 1 2025 at 49 %, driven by higher processing and SaaS margins, slightly offset by lower hardware margin primarily because of product mix 40.4 54.0 72.3 113.9 153.0 7.8 6.0 16.0 27.6 40.0 48.2 60.0 88.3 141.5 193.0 40.4 % 34.6 % 37.5 % 45.1 % 48.2 % 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% - 50.0 100.0 150.0 200.0 2021 2022 2023 2024 2025 SAAS and Payment Processing Profit Integrated POS Profit Profit Margin Continued Gross Profit & Margin Expansion Gross margin improvment driven by strong operational efficiencies Profit Margin 49.2 % 48.9 % 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% 50.0% - 10.0 20.0 30.0 40.0 50.0 60.0
13 13 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 improved to 36.4 % over Q 1 2025 , and included a full quarter of Lynkwell expenses (1) Adjusted OPEX is a non - IFRS financial measure. Please refer to the Appendix for a reconciliation of Adjusted OPEX to the most di rectly comparable IFRS measure. Disciplined Cost Management Reflected in Adjusted OPEX Margin Adjusted OPEX as a % of revenue declining, reflecting increasing operating leverage 52.2 73.2 80.7 107.4 133.6 44 % 42 % 34 % 34 % 33 % 20% 25% 30% 35% 40% 45% 50% - 20.0 40.0 60.0 80.0 100.0 120.0 140.0 160.0 2021 2022 2023 2024 2025 Total Adj OPEX Adj OPEX % of Revenue 30.5 38.9 37.6 % 36.4 % 0% 5% 10% 15% 20% 25% 30% 35% 40% - 5.0 10.0 15.0 20.0 25.0 30.0 35.0 40.0 45.0 Q1-2025 Q1-2026 Total Adj OPEX Adj OPEX % of Revenue
14 YoY ( 2 ) + 72.1 % ▲ 14 Annual Adj EBITDA ( 1 ) ($M) Quarterly Adj EBITDA ( 1 ) ($M) QoQ + 43.3 % ▲ (1) % Adjusted EBITDA out of revenue. Adjusted EBITDA is a non - IFRS financial measure. Please refer to the Appendix for a definitio n of Adjusted EBITDA and for a reconciliation of Adjusted EBITDA to the most directly comparable IFRS measure. (2) 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 43 % to $ 14 million, representing 13 % of revenue compared to 12 % in Q 1 2025 , a solid improvement representing the Company ’ s continued path to profitable growth Efficiently Scaling the Business & Driving Margin Expansion Adjusted EBITDA reflecting profitable expansion and disciplined investment ( 4.0 ) ( 12.7 ) 8.2 35.5 61.1 - 3 % - 7 % 3 % 11 % 15 % -10% -5% 0% 5% 10% 15% 20% (20.0) (10.0) - 10.0 20.0 30.0 40.0 50.0 60.0 70.0 2021 2022 2023 2024 2025 Adj EBITDA Adj EBITDA Margin 9.7 13.9 12 % 13 % 11% 12% 12% 12% 12% 12% 13% 13% 13% 13% - 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 Q1-2025 Q1-2026 Adj EBITDA Adj EBITDA Margin
15 FY 2026 Metric $ 510 m - $ 520 m Revenue 22 % - 25 % Organic Revenue ( 2 ) $ 85 m - $ 90 m Adjusted EBITDA ( 3 ) 40 % (conversion from Adjusted EBITDA) Free Cash Flow ( 4 ) (1) Due to the inherent difficulty in forecasting and quantifying the amounts of certain items that are necessary for such reconc ili ation, 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 certaint y a ll 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 ( los s) being materially different than projected Adjusted EBITDA (non - IFRS). (2) 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. (3) Adjusted EBITDA is a non - IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA (4) 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
16 Mid - term Outlook ( 1 ) Revenue $ 1 bn 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 (1) Due to the inherent difficulty in forecasting and quantifying the amounts of certain items that are necessary for such reconc ili ation, 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 deducti ons 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 materiall y d ifferent than projected Adjusted EBITDA (non - IFRS). (2) Adjusted EBITDA is a non - IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA
17 17 Appendix 17
18 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 74 % Recurring Revenue 2.66 % Payment Take Rate ( 1 ) 122 % 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 (1) Please refer to the Appendix for a definition of take rate (2) 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 solid recurring revenue
19 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 ~ 48 M in 2025 to ~ 60 M by 2029 , with connected machines growing 2.5 x faster , from ~ 16 M to ~ 27 M 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 $ 60 bn $ 129 bn $ 257 bn 2021 2025 E 2029 E Cashless payment volume in unattended retail estimated to significantly increase globally from 2025 to 2029 2021 - 2025 E CAGR 21 % 2025 E - 2029 E CAGR 19 % Massive Cashless Opportunity TAM of 45 M+ Unattended Machines and Growing $ 257 bn Other Machines Parking Terminals Laundromats Amusement/Prize Machines Electric Vehicle Charging stations Ticketing Kiosks Vending 2029 E 8 15 20 27 32 36 118
20 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
21 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
22 Global Offices 13 *POS devices Distributors 80 + Global OEM Partners 3,500 + Resellers 1,160 Online e Shops 15 Financial Partners 50 Nano 1 - 25 * SMB 26 - 3,000 * Enterprise > 3 k* As of 31 st of December 2025 Our Differentiated Go - To - Market Strategy
23 IFRS to Non - IFRS Reconciliation (1) Other compensation arrangements provided to the shareholders of VMT (2) Primarily gain recognized from remeasurement an equity accounted investee, upon obtaining control of Tigapo Quarter ended (U.S. dollars in thousands) Mar 31 , 2025 Mar 31 , 2026 7,156 1,280 Net income for the period 491 3,406 Finance expense, net 246 ( 553 ) Income tax expense (benefit) 5,721 7,177 Depreciation and amortization 13,614 11,310 EBITDA 1,783 2,252 Share - based payment costs 182 313 Employment benefit cost ( 1 ) ( 6,089 ) - Other (income) expenses ( 2 ) 226 - Share of loss of equity method investee 9,716 13,875 ADJUSTED EBITDA
24 Quarter ended (U.S. dollars in thousands) Mar 31 , 2025 Mar 31 , 2026 37,881 48,141 OPEX ( 1,715 ) ( 2,177 ) Stock Based Compensation ( 5,499 ) ( 6,754 ) Depreciation & Amortization ( 182 ) ( 313 ) Employment Benefit Cost ( 1 ) 30,485 38,897 ADJUSTED OPEX IFRS to Non - IFRS Reconciliation Quarter ended (U.S. dollars in thousands) Mar 31 , 2025 Mar 31 , 2026 1,289 3,578 Operating Cash ( 6,226 ) ( 7,794 ) Capitalized development costs ( 796 ) ( 1,804 ) Acquisition of property and equipment ( 5,733 ) ( 6,020 ) Free Cash Flow (1) Other compensation arrangements provided to the shareholders of VMT
25 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 and 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
26 Full Name Position Today
’ s Speakers Full Name Position Aaron Greenberg Chief Strategy Officer ir@nayax.com IR Contact Thank You! ir.nayax.com Website