Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
On August 11, 2026, etoro Group Ltd. (the “Company”)
issued a press release titled “etoro Reports Second Quarter 2026 Results.” A copy of the press release is furnished as Exhibit
99.1 herewith.
The unaudited condensed consolidated balance sheets,
unaudited condensed consolidated statements of profit or loss and other comprehensive income (loss), unaudited condensed consolidated
statements of cash flows and unaudited reconciliation of non-GAAP metrics contained in the press release attached as Exhibit 99.1 to this
report on Form 6-K are hereby incorporated by reference into the Company’s registration statement on Form S-8 (Registration No.
333-287430) (including any prospectuses forming a part of such registration statement), to be a part thereof from the date on which this
report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished. Except for the foregoing information,
the other information contained in Exhibit 99.1 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.
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.
Exhibit 99.1
ETORO REPORTS SECOND QUARTER 2026 RESULTS
Net Contribution grew by 9%
year-over-year to $229 million Funded accounts grew by 18% year-over-year to 4.28 million Announced agreement to acquire TradeZero
New
York – August 11th, 2026 – etoro Group Ltd. (“etoro”, or the “Company”) (NASDAQ:
ETOR), the trading and investing platform, today announced financial results for the second quarter ended June 30, 2026.
“We delivered another
strong quarter as we continue executing against our long-term strategy,” said Yoni Assia, Co-Founder and CEO of etoro.
“Technology continues
to reshape how people invest and manage their money. Throughout our history, etoro has embraced these shifts, from social investing to
crypto, and today AI and on-chain finance represent the next chapter in that evolution.
During the quarter, we launched
our new mobile app, continued expanding our platform and agent ecosystem, and strengthened our long-term digital asset strategy by expanding
our self-custody offering and advancing the development of on-chain perpetual futures. We also launched new products like sub-accounts,
etoro edge for active traders, and etoro wealth, and we saw continued strong momentum in our savings offering. Together, these developments
build on our four strategic pillars of trading, investing, wealth management and neo-banking, creating a more seamless experience across
every stage of our users’ financial journey.
Today’s announcement
of our acquisition of TradeZero marks another important step in that journey, strengthening our presence in the US and enhancing our capabilities
for active traders. Together with another quarter of profitable growth, these milestones demonstrate the strength of our diversified business
model and reinforce our confidence in the long-term opportunity ahead.”
Meron Shani, etoro CFO said:
“We are very pleased with our second quarter 2026 results, supported by strength in equity trading and Copy Trading activity, reflecting
the resilience of our multi-asset platform. More than 60% of users who traded commodities during Q4 2025 to Q1 2026 subsequently traded
equities in Q2 2026, and nearly nine in ten of those users have also traded crypto on etoro. This demonstrates how users move between
asset classes as market opportunities evolve, helping drive engagement across market cycles.
We delivered compelling financial
performance through a combination of diversified revenue streams, strong funded accounts growth, and increased customer engagement. TradeZero
is a highly complementary business, and the acquisition is expected to be financially accretive while positioning us for accelerated growth.
The deal underscores our disciplined approach to capital allocation and our commitment to creating long-term shareholder value.”
Second Quarter 2026
Financial and Product Highlights1
| ● | Net
contribution increased by 9% year-over-year to $229 million, compared to $210 million in the second quarter of 2025, driven
primarily by increased equities trading activity. |
| ● | Net
income (GAAP) increased by 77% year over year to $53 million, compared to $30 million in the second quarter of 2025. |
| ● | Adjusted
Net Income (Non-GAAP) increased by 17% year over year to $63 million, compared to $54 million in the second quarter of 2025. |
| ● | Adjusted
EBITDA (non-GAAP) increased by 9% year over year to $78 million, compared to $72 million in the second quarter of 2025. |
| 1 | See “Non-GAAP Financial Metrics and Key Performance
Indicators” below for additional information and a reconciliation to GAAP for all Non-GAAP financial metrics. Adjusted EBITDA margin
is based on net contribution. |
| ● | Diluted
EPS (GAAP) was $0.58, compared to $0.31 in the second quarter of 2025. |
| ● | Adjusted
Diluted EPS (non-GAAP) was $0.68, compared to $0.56 in the second quarter of 2025. |
| ● | Funded
Accounts increased 18% year over year to 4.28 million compared to 3.63 million in the second quarter of 2025. This was driven
primarily by strength in user acquisition and retention efforts. |
| ● | Assets
under Administration grew by 10% year-over-year to $19.2 billion, compared to $17.5 billion in the second quarter of 2025. |
| ● | Cash,
Cash Equivalents and Short Term Investments were $1.2 billion as of June 30, 2026. |
| ● | Acquisition
of TradeZero, a leading US based online brokerage serving active traders which we expected to be consumed in 1H 2027. This
is our third acquisition signed this year. |
July KPI metrics2
etoro also reported the below selected
monthly business metrics for July 2026:
| ● | Assets
under Administration (AUA) were $18.5 billion, down 5% year-over-year. |
| ● | Funded
Accounts were 4.32 million, up 18% year-over-year. |
| ● | Capital Markets/ECC Activity |
| ○ | Total number of trades for July was 48.5 million, flat year-over-year; |
| ○ | Invested amount per trade for July was $207, down 23% year-over-year; |
| ○ | Total number of trades for July was 1.4 million, down 73%
year-over-year; |
| ○ | Invested amount per trade for July was $182, down 50% year-over-year; |
| ● | Interest
Earning Assets for July was $6.8 billion, down 8% year-over-year. |
| ● | Total
Money Transfers for July was $1.1 billion, up 10% year-over-year. |
Business Highlights
During the second quarter, etoro
launched its new mobile app, bringing together new AI-driven capabilities across trading, investing, wealth management and neo-banking
into a single, more intuitive experience.
Built around Tori, etoro’s AI
agent, the app provides users with proactive, personalized insights to help them better understand their portfolios, identify investment
opportunities and stay informed wherever they are. The launch also expanded etoro’s app and agent ecosystem, enabling developers, partners
and professional investors to build new experiences on top of the etoro platform.
The quarter also saw continued product
innovation across each of etoro’s four strategic pillars.
| ● | Trading:
etoro broadened its trading proposition with new products and capabilities designed to give users greater choice and flexibility.
During the quarter the Company launched etoro edge, a new web platform for active traders. etoro also recently introduced equity buying
power, giving users greater flexibility by unlocking capital from eligible stock positions without having to sell them. Crypto buying
power is coming soon. |
| 2 | Numbers may not sum up due to rounding; percentage changes
based on unrounded data. |
| ● | Investing:
etoro continued expanding its investing ecosystem through new AI-powered capabilities and the continued growth of the etoro App Store,
which now offers more than 75 applications built by developers, partners and Pro Investors, giving users new ways to discover ideas,
analyze markets and personalize their investing experience. During the quarter, the Company also introduced Agent Portfolios, enabling
users to connect AI agents to dedicated portfolios within their etoro account while maintaining control over their investment objectives,
capital allocation and risk parameters. Sub-accounts give users the ability to organize investments around different financial goals
and strategies within a single account, whether managed directly or by AI agents. Together, these innovations give investors more personalized
and flexible ways to invest while remaining in control of their financial decisions. Additionally, we recently received our US RIA license,
enabling us to launch Smart Portfolios in the US. |
| ● | Wealth
Management: Helping users build long-term wealth remained a key focus during the quarter. The Company’s savings offering continued
to gain momentum with a 15x year-over-year increase in UK Cash ISA AuM reinforcing etoro’s strategy of helping customers build long-term
wealth. etoro recently announced ‘etoro work’, connecting payroll directly with investing and making it easier for employees to invest
from every paycheck. |
| ● | Neo-Banking:
etoro continued enhancing its offering, making it easier for users to move, manage and invest their money across traditional and digital
finance. During the quarter, adoption of the etoro money card continued to accelerate, with the number of cards issued across Europe
increasing by more than 30% quarter-over-quarter. The Company also made a strategic investment in Extended, an on-chain perpetual futures
platform, and became a founding partner of Open USD, reinforcing etoro’s strategy of connecting traditional finance with the on-chain
economy. |
| ● | Acquisitions:
Today, etoro announced the acquisition of TradeZero combining etoro’s global multi-asset platform and distribution with TradeZero’s
US-based active trading brokerage. The acquisition strengthens the Company’s US presence, expands its retail customer base to new
retail targets, and provides a strong broker-dealer infrastructure. In Q2, the Company completed the acquisition of Zengo and Bit2C,
strengthening its self-custody offering as part of its long-term strategy to connect traditional finance with the on-chain economy. |
Conference Call and Livestream Information
etoro will host a video call
to discuss its results at 5:30 a.m PT / 8:30 a.m ET today, August 11, 2026. The video call can be accessed at investors.etoro.com,
along with this earnings press release and accompanying slide presentation. The event will also be live streamed to etoro’s YouTube
and X.com official channels.
Contact
Media Relations - pr@etoro.com
Investor Relations - investors@etoro.com
About etoro
etoro is the platform where
you can trade, invest, save and spend. Founded in 2007 with the vision of a world where everyone can trade and invest in a simple and
transparent way, we’ve built a regulated, Nasdaq-listed platform used by millions of people in 75 countries.
We believe there is power in shared
knowledge. By combining the collective intelligence of our community with AI-powered tools, we’ve created a collaborative investment community
designed to help you grow your knowledge and wealth. On etoro, you can hold a range of traditional and innovative assets and choose how
you invest: trade directly, invest in a portfolio, copy other investors, or invest with an AI agent.
Visit our media center for our
latest news.
ETORO GROUP LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
| | |
June 30 | | |
December 31 | |
| | |
2026 | | |
2025 | |
| | |
Unaudited | | |
Unaudited | |
| Assets | |
| | |
| |
| Current assets: | |
| | |
| |
| Cash and cash equivalents | |
| 945,916 | | |
| 1,072,641 | |
| Restricted cash | |
| 696 | | |
| 329 | |
| Short-term investment | |
| 267,315 | | |
| 202,688 | |
| Counterparties | |
| 339,836 | | |
| 249,055 | |
| Cryptoassets | |
| 49,951 | | |
| 62,606 | |
| Receivable from omnibus accounts | |
| 7,077 | | |
| 26,820 | |
| Other receivables and prepaid expenses | |
| 68,346 | | |
| 61,299 | |
| | |
| 1,679,137 | | |
| 1,675,438 | |
| Non-current assets: | |
| | | |
| | |
| Restricted cash | |
| 15,883 | | |
| 11,688 | |
| Right of use assets | |
| 26,422 | | |
| 41,873 | |
| Property and equipment, net | |
| 9,376 | | |
| 7,361 | |
| Goodwill and other intangible assets, net | |
| 65,165 | | |
| 43,211 | |
| Other long-term assets | |
| 10,664 | | |
| – | |
| Deferred taxes | |
| 11,548 | | |
| 11,776 | |
| | |
| 139,058 | | |
| 115,909 | |
| | |
| | | |
| | |
| Total Assets | |
| 1,818,195 | | |
| 1,791,347 | |
| | |
| | | |
| | |
| Liabilities and equities | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
| 3,043 | | |
| 4,435 | |
| Current maturities of long-term lease liabilities | |
| 6,540 | | |
| 5,978 | |
| Short Term Liabilities | |
| 9,701 | | |
| 8,994 | |
| Payable to users | |
| 147,773 | | |
| 107,830 | |
| Accrued expenses and other payables | |
| 250,912 | | |
| 215,414 | |
| | |
| 417,969 | | |
| 342,651 | |
| Non-current liabilities: | |
| | | |
| | |
| Employee benefit liabilities, net | |
| 996 | | |
| 962 | |
| Other long-term liabilities | |
| 3,000 | | |
| – | |
| Long-term lease liabilities | |
| 28,465 | | |
| 48,485 | |
| Deferred taxes liabilities | |
| 4,318 | | |
| 4,659 | |
| | |
| 36,779 | | |
| 54,106 | |
| Equity attributable to equity holders of the company: | |
| | | |
| | |
| Common share premium | |
| 1,298,553 | | |
| 1,273,894 | |
| Treasury shares | |
| (252,163 | ) | |
| (62,085 | ) |
| Advanced Investment Agreement | |
| 9,091 | | |
| 9,091 | |
| Other capital reserve | |
| 3,833 | | |
| 5,441 | |
| Retained Earnings (Accumulated deficit) | |
| 304,133 | | |
| 168,249 | |
| | |
| 1,363,447 | | |
| 1,394,590 | |
| Total liabilities and equity | |
| 1,818,195 | | |
| 1,791,347 | |
ETORO GROUP LTD.
CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME (LOSS)
U.S. dollars in thousands (except share and per share data)
| | |
Three months ended | | |
Six months ended | |
| | |
June 30 | | |
June 30 | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
Unaudited | | |
Unaudited | | |
Unaudited | | |
Unaudited | |
| Revenue and income: | |
| | |
| | |
| | |
| |
| Net trading income from equities, commodities and currencies | |
| 141,593 | | |
| 114,042 | | |
| 307,230 | | |
| 210,879 | |
| Revenue from cryptoassets | |
| 1,346,405 | | |
| 1,914,792 | | |
| 3,499,504 | | |
| 5,415,592 | |
| Net trading income (loss) from cryptoassets derivatives | |
| 19,707 | | |
| (8,407 | ) | |
| 53,098 | | |
| 68,644 | |
| Net interest income from users | |
| 48,455 | | |
| 43,874 | | |
| 95,781 | | |
| 96,492 | |
| Currency conversion and other income | |
| 28,063 | | |
| 22,503 | | |
| 59,039 | | |
| 46,414 | |
| Other interest income | |
| 8,895 | | |
| 7,431 | | |
| 17,602 | | |
| 11,595 | |
| Total revenue and income | |
| 1,593,118 | | |
| 2,094,235 | | |
| 4,032,254 | | |
| 5,849,616 | |
| | |
| | | |
| | | |
| | | |
| | |
| Costs: | |
| | | |
| | | |
| | | |
| | |
| Cost of revenue from cryptoassets | |
| 1,353,601 | | |
| 1,877,089 | | |
| 3,524,728 | | |
| 5,405,942 | |
| Margin interest expense | |
| 10,119 | | |
| 7,517 | | |
| 19,973 | | |
| 16,676 | |
| Research and development | |
| 33,833 | | |
| 38,853 | | |
| 74,920 | | |
| 75,474 | |
| Selling and marketing | |
| 69,214 | | |
| 52,578 | | |
| 130,719 | | |
| 113,800 | |
| General, administrative and operating costs | |
| 60,012 | | |
| 76,270 | | |
| 118,395 | | |
| 125,772 | |
| Finance and other expenses, net | |
| 2,842 | | |
| 6,309 | | |
| 827 | | |
| 5,792 | |
| Total costs | |
| 1,529,621 | | |
| 2,058,616 | | |
| 3,869,562 | | |
| 5,743,456 | |
| Income before taxes on income | |
| 63,497 | | |
| 35,619 | | |
| 162,692 | | |
| 106,160 | |
| Taxes on income | |
| 10,017 | | |
| 5,434 | | |
| 26,808 | | |
| 16,023 | |
| Net income | |
| 53,480 | | |
| 30,185 | | |
| 135,884 | | |
| 90,137 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other comprehensive income (loss) net: | |
| | | |
| | | |
| | | |
| | |
| Items
that may be reclassified subsequently to profit or loss: | |
| | | |
| | | |
| | | |
| | |
| Cash flow hedges, net of tax | |
| 1,952 | | |
| 7,193 | | |
| (1,608 | ) | |
| 4,964 | |
| Other comprehensive income (loss) for the period, net of tax | |
| 1,952 | | |
| 7,193 | | |
| (1,608 | ) | |
| 4,964 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total comprehensive income | |
| 55,432 | | |
| 37,378 | | |
| 134,276 | | |
| 95,101 | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic
net income per share | |
| 0.65 | | |
| 0.38 | | |
| 1.64 | | |
| 1.16 | |
| Diluted
net income per share | |
| 0.58 | | |
| 0.31 | | |
| 1.46 | | |
| 0.95 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted-average shares of common shares used to compute net income per share attributable to common shareholders: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 81,711,997 | | |
| 80,274,455 | | |
| 82,924,940 | | |
| 78,007,877 | |
| Diluted | |
| 91,709,682 | | |
| 97,003,106 | | |
| 92,843,690 | | |
| 94,595,653 | |
ETORO GROUP LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
| | |
Three months ended
June 30 | | |
Six months ended
June 30 | |
| | |
2026 | | |
20253,4 | | |
2026 | | |
20253,4 | |
| | |
Unaudited | | |
Unaudited | | |
Unaudited | | |
Unaudited | |
| Cash flows from operating activities: | |
| | |
| | |
| | |
| |
| Net income | |
| 53,480 | | |
| 30,185 | | |
| 135,884 | | |
| 90,137 | |
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |
| | | |
| | | |
| | | |
| | |
| Adjustments to profit or loss
items: | |
| | | |
| | | |
| | | |
| | |
| Depreciation, amortization and impairment | |
| 3,307 | | |
| 2,988 | | |
| 6,523 | | |
| 5,999 | |
| Other long-term assets | |
| (6,039 | ) | |
| - | | |
| (6,039 | ) | |
| - | |
| Share-based payment | |
| 6,350 | | |
| 3,545 | | |
| 10,402 | | |
| 7,832 | |
| Evaluation of liabilities | |
| 1,778 | | |
| 7,483 | | |
| 707 | | |
| 9,314 | |
| Revaluation of fair value of cryptoassets and counterparties | |
| (31,104 | ) | |
| (65,964 | ) | |
| 68,833 | | |
| (14,134 | ) |
| Non-cash revenue from staking and blockchain rewards | |
| (4,907 | ) | |
| (8,031 | ) | |
| (11,512 | ) | |
| (16,754 | ) |
| Non-cash costs from staking and blockchain rewards | |
| 3,411 | | |
| 5,672 | | |
| 7,698 | | |
| 11,519 | |
| Finance and other expenses, net | |
| 2,842 | | |
| 6,309 | | |
| 827 | | |
| 5,792 | |
| Taxes
on income, net | |
| 10,017 | | |
| 5,434 | | |
| 26,808 | | |
| 16,023 | |
| | |
| (14,345 | ) | |
| (42,564 | ) | |
| 104,247 | | |
| 25,591 | |
| Changes in asset and liability items: | |
| | | |
| | | |
| | | |
| | |
| Decrease (increase) of counterparties | |
| 39,142 | | |
| 23,351 | | |
| (154,930 | ) | |
| (39,833 | ) |
| Decrease of cryptoassets | |
| 8,171 | | |
| 4,171 | | |
| 8,368 | | |
| 17,325 | |
| Decrease (increase) of other receivables and prepaid expenses | |
| 416 | | |
| (582 | ) | |
| (8,752 | ) | |
| (7,611 | ) |
| Decrease (increase) of restricted cash | |
| (4,442 | ) | |
| 259 | | |
| (4,524 | ) | |
| 135 | |
| Decrease of accounts payable | |
| (2,447 | ) | |
| 38 | | |
| (2,946 | ) | |
| (632 | ) |
| Increase (decrease) of user and omnibus accounts, net | |
| (41,194 | ) | |
| 24,704 | | |
| 58,734 | | |
| 73,605 | |
| Increase of accrued expenses and other payables | |
| 265 | | |
| 21,769 | | |
| 14,914 | | |
| 2,016 | |
| Increase of employee benefit liabilities, net | |
| 3,116 | | |
| 66 | | |
| 2,515 | | |
| 37 | |
| | |
| 3,027 | | |
| 73,776 | | |
| (86,621 | ) | |
| 45,042 | |
| Interest paid, net during the period | |
| (1,027 | ) | |
| (3,343 | ) | |
| (2,178 | ) | |
| (2,376 | ) |
| Taxes paid, net during the period | |
| (2,349 | ) | |
| (2,159 | ) | |
| (8,150 | ) | |
| (7,716 | ) |
| Net cash provided by operating activities | |
| 38,786 | | |
| 55,895 | | |
| 143,182 | | |
| 150,678 | |
| Cash flows from investing activities: | |
| | | |
| | | |
| | | |
| | |
| Increase of short-term deposits | |
| (238,651 | ) | |
| (135,000 | ) | |
| (376,166 | ) | |
| (221,000 | ) |
| Decrease of short-term deposits | |
| 201,414 | | |
| 11,000 | | |
| 313,721 | | |
| 86,000 | |
| Increase of long-term investments | |
| (4,000 | ) | |
| (500 | ) | |
| (4,500 | ) | |
| (500 | ) |
| Purchase of property and equipment | |
| (1,493 | ) | |
| (759 | ) | |
| (3,615 | ) | |
| (1,281 | ) |
| Purchase of intangible assets | |
| (240 | ) | |
| (336 | ) | |
| (405 | ) | |
| (393 | ) |
| Business combination | |
| (15,551 | ) | |
| - | | |
| (15,551 | ) | |
| - | |
| Net cash used in investing activities | |
| (58,521 | ) | |
| (125,595 | ) | |
| (86,516 | ) | |
| (137,174 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | | |
| | | |
| | |
| Exercise of options | |
| 7,901 | | |
| 3,153 | | |
| 9,539 | | |
| 3,433 | |
| Repayment of lease liability | |
| (1,515 | ) | |
| (1,071 | ) | |
| (2,906 | ) | |
| (2,218 | ) |
| Issuance of class A common share upon initial public offering, net of underwriting discounts, commissions and other issuance costs | |
| - | | |
| 378,818 | | |
| - | | |
| 378,818 | |
| Purchase of treasury shares | |
| (88,006 | ) | |
| - | | |
| (189,108 | ) | |
| - | |
| Net cash provided by (used in) financing activities | |
| (81,620 | ) | |
| 380,900 | | |
| (182,475 | ) | |
| 380,033 | |
| Exchange differences on balances of cash and cash equivalents | |
| (132 | ) | |
| 11,549 | | |
| (916 | ) | |
| 18,928 | |
| Increase (decrease) in cash and cash equivalents | |
| (101,487 | ) | |
| 322,749 | | |
| (126,725 | ) | |
| 412,465 | |
| Cash and cash equivalents at beginning of period | |
| 1,047,403 | | |
| 665,111 | | |
| 1,072,641 | | |
| 575,395 | |
| Cash and cash equivalents at end of period | |
| 945,916 | | |
| 987,860 | | |
| 945,916 | | |
| 987,860 | |
| 3 | The comparative financial information has been adjusted to
reflect the change in accounting policy regarding the classification of 5M$ USDC as cash equivalents. |
| 4 | The Company reclassified certain items in the unaudited interim
condensed consolidated statements of cash flows within the cash flows from operating activities section for the comparative period June
30, 2025. This reclassification had no impact on the total cash flows from operating activities. |
ETORO
GROUP LTD.
RECONCILIATION
OF NON-GAAP METRICS
U.S.
dollars in thousands
Non-GAAP
Financial Metrics and Key Performance Indicators
This
press release and the accompanying tables contain financial measures that are not calculated in accordance with International Financial
Reporting Standards nor with Generally Accepted Accounting Principles (collectively “GAAP”) metrics, including Adjusted EBITDA,
Adjusted Net Income, and Adjusted Diluted EPS. The inclusion of the non-GAAP financial information is not intended to be considered in
isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. etoro believes these non-GAAP
financial measures provide important supplemental information to management regarding financial and business trends used in assessing
its results of operations. etoro believes excluding specified items provides a more meaningful comparison to the corresponding reporting
periods and internal budgets and forecasts, assists investors in performing analysis that is consistent with financial models developed
by investors and research analysts, provides management with a more relevant measure of operating performance and is more useful in assessing
management performance.
etoro
urges its investors to review the reconciliations of the non-GAAP financial measures included in this press release to the most directly
comparable GAAP financial measure set forth herein, and not to rely on any single financial measure to evaluate its business.
This
press release includes key performance indicators that etoro’s management uses to help evaluate the business, measure its performance,
identify trends, prepare financial projections and make business decisions. etoro’s key performance indicators include Funded Accounts,
Assets Under Administration and Net Contribution. Definitions of performance indicators can be found in this press release.
| | |
Three months ended | | |
Six months ended | |
| | |
June 30 | | |
June 30 | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
Unaudited | | |
Unaudited | | |
Unaudited | | |
Unaudited | |
| | |
| | |
| | |
| | |
| |
| Net income | |
| 53,480 | | |
| 30,185 | | |
| 135,884 | | |
| 90,137 | |
| Finance expense, net | |
| 1,127 | | |
| 6,309 | | |
| 3,218 | | |
| 5,792 | |
| Taxes on income | |
| 10,017 | | |
| 5,434 | | |
| 26,808 | | |
| 16,023 | |
| Share-base payment expense | |
| 6,366 | | |
| 3,545 | | |
| 10,434 | | |
| 7,832 | |
| Depreciation, amortization, and impairment | |
| 3,311 | | |
| 2,988 | | |
| 6,527 | | |
| 5,999 | |
| Employee non-cash expense | |
| 328 | | |
| 8,090 | | |
| 5,447 | | |
| 7,040 | |
| Transaction related cost | |
| – | | |
| 8,379 | | |
| – | | |
| 10,470 | |
| Other expenses (income), net | |
| 3,493 | | |
| 7,017 | | |
| (1,684 | ) | |
| 8,848 | |
| | |
| | | |
| | | |
| | | |
| | |
| Adjusted EBITDA | |
| 78,122 | | |
| 71,947 | | |
| 186,634 | | |
| 152,141 | |
ETORO
GROUP LTD.
RECONCILIATION
OF NET INCOME TO ADJUSTED NET INCOME
U.S.
dollars in thousands
| | |
Three months ended | | |
Six months ended | |
| | |
June 30 | | |
June 30 | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
Unaudited | | |
Unaudited | | |
Unaudited | | |
Unaudited | |
| | |
| | |
| | |
| | |
| |
| Net income | |
| 53,480 | | |
| 30,185 | | |
| 135,884 | | |
| 90,137 | |
| Share based compensation and ESPP | |
| 6,366 | | |
| 3,545 | | |
| 10,434 | | |
| 7,832 | |
| Amortization of intangible assets | |
| 897 | | |
| 847 | | |
| 1,765 | | |
| 1,685 | |
| Employee non-cash expense (5 years) | |
| 328 | | |
| 8,090 | | |
| 5,447 | | |
| 7,040 | |
| Transaction related cost | |
| – | | |
| 8,379 | | |
| – | | |
| 10,470 | |
| Other expenses (income), net | |
| 3,493 | | |
| 7,483 | | |
| (2,654 | ) | |
| 9,314 | |
| Adjusted net income before tax | |
| 64,564 | | |
| 58,529 | | |
| 150,876 | | |
| 126,478 | |
| Tax impact | |
| (1,749 | ) | |
| (4,324 | ) | |
| (2,470 | ) | |
| (5,485 | ) |
| Adjusted net income | |
| 62,815 | | |
| 54,205 | | |
| 148,406 | | |
| 120,993 | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic Shares Outstanding | |
| 81,711,997 | | |
| 80,274,455 | | |
| 82,924,940 | | |
| 78,007,877 | |
| | |
| | | |
| | | |
| | | |
| | |
| Diluted Shares Outstanding | |
| 91,709,682 | | |
| 97,003,106 | | |
| 92,843,690 | | |
| 94,595,653 | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic Non - GAAP EPS | |
| 0.77 | | |
| 0.68 | | |
| 1.79 | | |
| 1.55 | |
| | |
| | | |
| | | |
| | | |
| | |
| Diluted Non - GAAP EPS | |
| 0.68 | | |
| 0.56 | | |
| 1.60 | | |
| 1.28 | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic GAAP EPS | |
| 0.65 | | |
| 0.38 | | |
| 1.64 | | |
| 1.16 | |
| | |
| | | |
| | | |
| | | |
| | |
| Diluted GAAP EPS | |
| 0.58 | | |
| 0.31 | | |
| 1.46 | | |
| 0.95 | |
Definitions
of Certain Metrics
Adjusted
EBITDA: Adjusted EBITDA is a non-GAAP financial metric that we define as net income adjusted to exclude finance and other expenses,
net, taxes on income, share-based payment expense, depreciation and amortization, employee non-cash expense, one-time transaction costs
and other expense
Adjusted
EBITDA Margin: Adjusted EBITDA Margin is a non-GAAP financial metric that we define as Adjusted EBITDA dividing by Net Contribution
Adjusted
Diluted Earnings Per Share (Adjusted diluted EPS): Adjusted diluted EPS is a non-GAAP financial metric and is calculated by dividing
the Adjusted Net Income attributable to common shareholders by the diluted shares outstanding during the period. Adjusted diluted EPS
excludes the impact of the same non-recurring or non-operational items to provide investors with a normalized measure of profitability
on a per-share basis.
Adjusted
Net Income: Adjusted Net Income refers to a company’s net income after making adjustments for non-recurring, one-time, or non-cash
items such as restructuring charges, asset impairments, acquisition-related expenses, or gains/losses from discontinued operations.
Assets
under administration (AUA): AUA reflects the aggregate fair value of assets held by users within the platform, including those
held by third-party partners for execution or custody services, categorized as follows:
| ● | Crypto:
Includes all cryptocurrencies and users’ crypto assets held in etoro digital wallets. |
| | | |
| ● | Equities:
Includes stocks, ETFs, and assets managed under the Spaceship program. |
| | | |
| ● | Cash:
Includes customers’ uninvested cash (e.g., cash balances, eMoney balances, in-process
cashouts), as well as cash used for margin or posted as collateral for leveraged positions. |
Funded
Accounts: Funded Accounts are users who have completed onboarding requirements, activated their account, deposited funds, executed
at least one trade at any time and have a positive account balance whether invested or uninvested. For Zengo and Bit2C users, Funded
Accounts are defined as users with a positive account balance. Funded Accounts represent the deepest level of our user acquisition funnel
and are the users from whom we generate total commission.
Interest
Earning Assets: Interest Earning Assets are the average monthly balances of users’ cash balances, corporate cash, users’
total leveraged positions and stakeable cryptoassets.
Invested
amount per trade: The total invested amount divided by the total number of trades. For reporting purposes, we present this measure
separately for capital markets (equities, commodities, and currencies) and for cryptoassets, in order to highlight trends across the
two categories, given their unique characteristics.
Net
Contribution: Net Contribution reflects Total revenue and income, less the Cost of revenue from cryptoassets and Margin interest
expense. We use Net Contribution to evaluate the net contributions of our users’ activity on our platform before considering the
overhead costs associated with our operations.
Net
Contribution consists of the following five components, each representing revenue or income divided across our products based on the
distinct patterns upon which we monetize users’ activity on the platform. We evaluate the performance of our business and our success
in both diversification and risk management across these five components:
| ● | Net
Trading Contribution (Equities, Commodities and Currencies) is equal to our Net trading income
from equities, commodities and currencies. |
| | | |
| ● | Net
Trading Contribution (Cryptoassets) is equal to Revenue from cryptoassets plus Net trading
income (loss) from cryptoasset derivatives less Cost of revenue from cryptoassets, excluding
the net contributions from blockchain rewards and staking activity. |
| | | |
| ● | Net
Interest Contribution represents Net interest contribution from users plus Other interest
income plus the net contributions of staking activity, less Margin interest expense. |
| | | |
| ● | etoro
Money comprises the vast majority of our Currency conversion and other income. It represents
the income earned from our money management services, including currency conversions, withdrawals,
interchange on our debit card, transfers of cryptoassets, and fees relating to our cryptoasset
wallet services. |
| | | |
| ● | Subscriptions
and Other is the remainder of Currency conversion and other income not attributable to etoro
Money plus the net contributions of blockchain rewards. |
Net
Income: Net income represents the company’s total earnings or profit for a given period, calculated as total revenue minus
all expenses, including operating costs, depreciation, interest, taxes, and other income or expenses. It reflects the company’s
overall profitability according to GAAP standards.
Total
Money Transfers: Total money transfers are the cumulative value across the respective period of user deposits, withdrawals, and cross-currency
trade funding via etoro Money IBAN.
Trades:
Trades represent the total number of orders that were placed by users and executed during the applicable period. Trades include self-directed
and copy trades, and each trade reflects either the opening or closing of a position by a user.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding our financial outlook, market positioning,
development plans, growth strategy, the implementation and anticipated benefits of the share repurchase program and the consummation
and anticipated benefits of the pending acquisition of TradeZero. These forward-looking statements are made as of the date they were
first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management.
Words such as “outlook,” “guidance,” “expect,” “anticipate,” “should,” “believe,”
“hope,” “target,” “project,” “plan,” “goals,” “estimate,” “potential,”
“predict,” “may,” “will,” “might,” “could,” “intend,” “shall”
and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements.
Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are
beyond etoro’s control. etoro’s actual results could differ materially from those stated or implied in forward-looking statements
due to a number of factors, including but not limited to market volatility and erratic market movements; failure to retain existing users
or add new users; extreme competition; changes in the regulatory and legal framework under which we operate; regulatory inquiries and
investigations; our estimates of our financial performance; interest rate fluctuations; the evolving cryptoasset market, including the
regulations thereof; conditions related to our operations in Israel, including the ongoing war; risks related to data security and privacy
and use of Open Source Software (“OSS”); risks related to artificial intelligence (“AI”); the ability to maintain
the listing of our securities on Nasdaq; changes in general economic or political conditions; changes to accounting principles and guidelines;
unexpected costs or expenses; and other factors described in “Risk Factors” in our Annual Report on Form 20-F for the fiscal
year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 2, 2026, as such factors
may be updated from time to time in etoro’s filings with the SEC, which are, or will be, accessible on the SEC’s website
at www.sec.gov.
Past
performance is not necessarily indicative of future results. The forward-looking statements included in this press release represent
etoro’s views as of the date of this press release. etoro anticipates that subsequent events and developments will cause its views
to change. etoro undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise. These forward-looking statements should not be relied upon as representing etoro’s views
as of any date subsequent to the date of this press release.
Disclaimer:
Products
and features vary by jurisdiction. The RIA license was granted to etoro USA Advisors Inc.
Source: etoro Group Ltd.
