Reverse split and Nasdaq shift reshape Nexxen (NEXN) 2025 risk profile
Rhea-AI Filing Summary
Nexxen International Ltd. filed its Form 20-F annual report for the year ended December 31, 2025, detailing its unified, video-first advertising technology platform serving brands, media groups and content creators globally, with particular strength in video and Connected TV campaigns.
The company implemented significant trading structure changes in early 2025, including a 1-for-2 reverse split of its ordinary shares, termination of its ADR program, cancellation of its AIM depository interests and a shift to trading New Ordinary Shares on Nasdaq under the symbol NEXN.
Nexxen reports 56,284,083 ordinary shares outstanding (excluding treasury shares) as of December 31, 2025, and highlights key risks such as revenue concentration among a small number of buyers, dependence on major publishers and data providers, tightening privacy and tracking rules, cybersecurity incidents, and geopolitical and economic instability linked to its Israeli base and global operations.
Positive
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AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does Nexxen International Ltd. (NEXN) do in the digital advertising market?
Nexxen operates a unified, video-first advertising technology platform that powers campaigns for brands, media groups and content creators worldwide. It focuses on omni-channel delivery, with particular expertise in video formats and Connected TV across multiple devices and media channels.
What major trading structure changes did Nexxen (NEXN) implement in 2025?
In February 2025, Nexxen executed a 1-for-2 reverse split of its ordinary shares, terminated its ADR facility, cancelled its AIM depository interests and began trading New Ordinary Shares directly on Nasdaq under the ticker NEXN, consolidating liquidity into a single U.S. listing.
How concentrated is Nexxen’s (NEXN) revenue among major buyers?
Nexxen notes significant customer concentration. For the year ended December 31, 2025, two buyers represented 12.1% and 11.3% of revenue. As of December 31, 2025, two buyers also accounted for 22.6% and 10.7% of trade receivables, creating meaningful counterparty risk.
What key business risks does Nexxen (NEXN) highlight in its 2025 Form 20-F?
Nexxen cites reliance on a limited number of DSPs, advertisers and publishers, privacy and data-usage constraints, restrictions on cookies and device IDs, cybersecurity threats, including a July 2024 incident, intense competition, macroeconomic pressures and geopolitical and war-related risks tied to its Israeli operations.
Which accounting standards and currency does Nexxen (NEXN) use for its financial statements?
Nexxen prepares its consolidated financial statements in accordance with International Financial Reporting Standards as issued by the IASB. The company presents its audited financials in U.S. dollars, while references to NIS denote New Israeli Shekels, Israel’s functional currency.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
OR
THE SECURITIES EXCHANGE ACT OF 1934
OR
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 001-40504
(Exact name of registrant as specified in its charter)
Not applicable
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
+972-3-545-3900
(Address of principal executive offices)
Chief Financial Officer
+972 -3-545-3900
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
|
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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NIS 0.02 per share |
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The Stock Market LLC (Global Market)
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Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report: 56,284,083 ordinary shares, par value NIS 0.02 per share (excluding Treasury Shares) as of December 31, 2025.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company.
See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Non-accelerated filer ☐
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Emerging growth company
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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U.S. GAAP ☐
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Other ☐
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
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NEXXEN INTERNATIONAL LTD. |
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Form 20-F |
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For the Fiscal Year Ended December 31, 2025
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TABLE OF CONTENTS |
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INTRODUCTION AND USE OF CERTAIN TERMS |
1 |
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
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1 |
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TRADEMARKS |
2 |
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MARKET INFORMATION |
2 |
|
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS AND RISK FACTOR SUMMARY |
3 |
|
PART I |
5 |
|
ITEM 1. IDENTITY
OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
5 |
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ITEM 2. OFFER STATISTICS AND
EXPECTED TIMETABLE |
5 |
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ITEM 3. KEY INFORMATION |
5 |
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3.A. [RESERVED] |
5 |
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3.B. CAPITALIZATION AND INDEBTEDNESS |
5 |
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3.C. REASONS FOR THE OFFER AND USE OF PROCEEDS |
5 |
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3.D. RISK FACTORS |
5 |
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ITEM 4. INFORMATION ON THE COMPANY
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30 |
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4.A. HISTORY AND DEVELOPMENT OF THE COMPANY |
30 |
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4.B. BUSINESS OVERVIEW |
31 |
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4.C. ORGANIZATIONAL STRUCTURE |
46 |
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4.D. PROPERTY, PLANTS AND EQUIPMENT |
46 |
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4A. UNRESOLVED STAFF COMMENTS |
46 |
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ITEM 5. OPERATING AND FINANCIAL
REVIEW AND PROSPECTS |
46 |
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5.A. OPERATING RESULTS |
47 |
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5.B. LIQUIDITY AND CAPITAL RESOURCES |
60 |
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5.C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES |
62 |
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5.D. TREND INFORMATION |
62 |
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5.E. CRITICAL ACCOUNTING ESTIMATES |
63 |
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ITEM 6. DIRECTORS, SENIOR
MANAGEMENT AND EMPLOYEES |
63 |
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6.A. DIRECTORS AND SENIOR MANAGEMENT |
63 |
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6.B. COMPENSATION |
65 |
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6.C. BOARD PRACTICES |
73 |
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6.D. EMPLOYEES |
83 |
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6.E. SHARE OWNERSHIP |
83 |
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6.F. DISCLOSURE OF REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED
COMPENSATION |
83 |
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ITEM 7. MAJOR SHAREHOLDERS
AND RELATED PARTY TRANSACTIONS |
83 |
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7.A. MAJOR SHAREHOLDERS |
83 |
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7.B. RELATED PARTY TRANSACTIONS |
85 |
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7.C. INTERESTS OF EXPERTS AND COUNSEL |
85 |
i
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ITEM 8. FINANCIAL INFORMATION |
85 |
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8.A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
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85 |
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8.B. SIGNIFICANT CHANGES |
86 |
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ITEM 9. THE OFFER AND LISTING |
86 |
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9.A. OFFER AND LISTING DETAILS |
86 |
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9.B. PLAN OF DISTRIBUTION |
86 |
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9.C. MARKETS |
86 |
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9.D. SELLING SHAREHOLDERS |
86 |
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9.E. DILUTION |
86 |
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9.F. EXPENSES OF THE ISSUE |
86 |
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ITEM 10. ADDITIONAL INFORMATION |
87 |
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10.A. SHARE CAPITAL |
87 |
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10.B. MEMORANDUM AND ARTICLES OF ASSOCIATION |
87 |
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10.C. MATERIAL CONTRACTS |
87 |
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10.D. EXCHANGE CONTROLS |
87 |
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10.E. TAXATION |
87 |
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10.F. DIVIDENDS AND PAYING AGENTS |
95 |
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10.G. STATEMENT BY EXPERTS |
95 |
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10.H. DOCUMENTS ON DISPLAY |
95 |
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10.I. SUBSIDIARY INFORMATION |
95 |
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10.J. ANNUAL REPORT TO SECURITY HOLDERS |
95 |
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ITEM 11. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
96 |
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ITEM 12. DESCRIPTION
OF SECURITIES OTHER THAN EQUITY SECURITIES |
96 |
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12.A. DEBT SECURITIES |
96 |
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12.B. WARRANTS AND RIGHTS |
96 |
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12.C. OTHER SECURITIES |
96 |
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12.D. AMERICAN DEPOSITARY SHARES |
96 |
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PART II |
97 |
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ITEM 13. DEFAULTS, DIVIDEND
ARREARAGES AND DELINQUENCIES |
97 |
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ITEM
14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
97 |
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ITEM 15. CONTROLS AND PROCEDURES |
97 |
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ITEM 16. [RESERVED] |
98 |
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16.A. AUDIT COMMITTEE FINANCIAL EXPERT |
98 |
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16.B. CODE OF ETHICS |
98 |
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16.C. PRINCIPAL ACCOUNTANT FEES AND SERVICES |
98 |
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16.D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.
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99 |
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16.E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.
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99 |
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16.F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
100 |
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16.G. CORPORATE GOVERNANCE |
100 |
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16.H. MINE SAFETY DISCLOSURE |
100 |
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16.I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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100 |
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16.J. INSIDER TRADING POLICIES |
101 |
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16.K. CYBERSECURITY |
101 |
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PART III |
103 |
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ITEM 17. FINANCIAL STATEMENTS |
103 |
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ITEM 18. FINANCIAL STATEMENTS |
103 |
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ITEM 19. EXHIBITS |
103 |
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SIGNATURES |
104 |
ii
INTRODUCTION
AND USE OF CERTAIN TERMS
We have prepared this annual report on Form
20-F (this “Form 20-F” or “Annual Report”) using a number of conventions, which you should consider when reading
the information contained herein. In this Form 20-F, except where the context otherwise requires or where otherwise indicated, references
to “Nexxen,” the “Company,” “we,” “us,” “our,” “our company,”
“our business” and similar references refer to Nexxen International Ltd., together with its consolidated subsidiaries as a
consolidated entity.
Nexxen is a flexible unified platform that helps empower durable
growth across the media supply chain. Our end-to-end, video-first platform facilitates and optimizes engaging advertising campaigns
for brands, media groups and content creators worldwide—enabling powerful partnerships and delivering meaningful results. Our omni-channel
capabilities deliver global advertising campaigns across all formats and channels, with an expertise in video format ads on all devices
(“Video”) and Connected TV (“CTV”).
Trading Structure Changes
On February 14, 2025, the Company executed a reverse split of its
Ordinary Shares such that every two Ordinary Shares, par value NIS 0.01 per share, held at the time of the reverse split consolidated
into one new Ordinary Share, par value NIS 0.02 per share (the “New Ordinary Shares”) to facilitate a one-to-one American
Depositary Receipt (“ADR”) exchange (the “Reverse Split”). Thereafter, the Company exchanged its Nasdaq-listed
ADRs for Nasdaq-listed New Ordinary Shares and terminated its ADR facility. On February 17, 2025, the Company’s AIM-listed
depository interests representing the Company’s old Ordinary Shares were cancelled from admission to trading on the AIM Market of
the London Stock Exchange, and on February 18, 2025, the Company’s New Ordinary Shares began trading on Nasdaq under the stock ticker
“NEXN” (collectively, the “Trading Structure Changes”).
Unless stated otherwise, all references in this Annual Report to
“ordinary shares”, “Ordinary Shares”, “shares” or “Shares” refer to the New Ordinary Shares
after giving effect to the Trading Structure Changes, including the Reverse Split completed on February 14, 2025.
PRESENTATION
OF FINANCIAL AND OTHER INFORMATION
We publish consolidated financial statements expressed in U.S.
dollars. Our consolidated financial statements responsive to Item 17 of this Annual Report are prepared in accordance with International
Financial Reporting Standards as issued by the International Accounting Standards Board (the “IFRS”). We present our consolidated
financial statements in U.S. dollars. All references in this Annual Report to “Israeli currency” and “NIS” refer
to New Israeli Shekels, the terms “dollar,” “USD” or “$” refer to U.S. dollars.
This Annual Report includes the audited consolidated financial
statements of the Company as of the years ended December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024, and
2023, prepared in accordance with IFRS.
Our fiscal year ends on December 31 of each year.
Throughout this Annual Report, we provide a number of key performance
indicators used by our management and often used by others in our industry.
We define these key performance indicators as follows:
| • |
CTV revenue is revenue derived from CTV devices. |
| • |
Video revenue is revenue derived from video format ads on all devices. |
| • |
Contribution ex-TAC is defined as our gross profit plus depreciation and amortization attributable to cost of revenues and cost of
revenues (exclusive of depreciation and amortization) minus the performance media cost (“traffic acquisition costs” or “TAC”).
|
| • |
Adjusted EBITDA is defined as total comprehensive income (loss) for the year adjusted for foreign currency translation differences
for foreign operations, financing expenses (income), net, tax expenses, depreciation and amortization, stock-based compensation, restructuring,
acquisition-related costs, delisting related one-time costs and other expenses, net. |
| • |
Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue. |
1
| • |
An active customer is defined as an advertiser, buyer, agency, trading desk or third-party demand side platform (“DSP”)
that has used our platform within a trailing 365-day period. |
| • |
An active publisher is defined as a publisher or third-party supply side platform (“SSP”) that has used our platform
within a trailing 365-day period. |
| • |
A unique user is defined as an unduplicated visitor to a publisher’s site connected to our platform from both direct and third-party
sites in a one-month period and “unique users” is the total number of unduplicated visitors to a publisher’s site connected
to our platform from both direct and third-party sites in a one-month period. When a user visits a publisher’s site that is connected
to our platform, we receive the request along with a field that holds a unique ID number that identifies the source from which the request
came, and as such “unique users” is a summation of unique ID numbers to produce a total of unduplicated visitors to publishers’
sites connected to our platform. |
| • |
Contribution ex-TAC retention rate is defined as Contribution ex-TAC generated in a fiscal year from the customers who were existing
customers as of the last day of the previous fiscal year as a percentage of the Contribution ex-TAC generated in the previous fiscal year
from the same group of customers. We consider all of our revenue to be recurring. |
| • |
Net cash is defined as cash and cash equivalents minus long term debt. |
TRADEMARKS
We or our licensors have proprietary rights to trademarks, copyrights,
trade names or service marks used in this Annual Report that are important to our business, many of which are registered under the applicable
intellectual property laws. Solely for convenience, the trademarks, trade names and service marks referred to in this Annual Report may
appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way,
that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these
trademarks, trade names and service marks. This Annual Report also contains trademarks, copyrights, tradenames and service marks of other
companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks,
copyrights, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each
trademark, copyright, trade name, or service mark of any other company appearing in this Annual Report is the property of its respective
holder.
MARKET INFORMATION
Unless otherwise indicated, information in this Annual Report concerning
economic conditions, our industry, our markets, and our competitive position is based on a variety of sources, including information from
independent industry analysts and publications, as well as our own estimates and research.
Our estimates are derived from publicly available information released
by third-party sources, as well as data from our internal research, which we believe to be reasonable. None of the independent industry
publications used in this Annual Report were prepared on our behalf.
Certain estimates of market opportunity and forecasts of market
growth included in this Annual Report may prove to be inaccurate. The estimates and forecasts in this Annual Report relating to the size
of our target market, market demand and adoption, capacity to address this demand and pricing may prove to be inaccurate. The addressable
market we estimate may not materialize for many years, if ever, and even if the markets in which we compete meet the size estimates in
this Annual Report, our business could fail to grow at similar rates, if at all.
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 Annual Report. See “Risk
Factors” and “Special Note Regarding Forward-Looking Statements and Risk Factor Summary.”
2
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY
This Annual Report contains certain estimates and “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, the provisions of Section 27A of the Securities
Act of 1933 (the “Securities Act”) and Section 21E of the Exchange Act of 1934 (the “Exchange Act”). Forward-looking
statements include financial projections, statements of plans and objectives for future operations, statements of future economic performance,
and statements of assumptions relating thereto, including, but not limited to statements regarding: market opportunity; forecasts; market
growth and growth strategy; capital deployment strategy; demand; dependence on third parties such as advertisers, publishers and third-party
data providers; our technology investment decisions; industry conditions; changes in technology and regulation and the impact thereof,
including with respect to AI; plans with respect to our intellectual property rights; our competition; global and local economic and geopolitical
forces and unrest, including the war involving the United States, Israel and Iran, the war and hostilities involving Israel, Hamas, Hezbollah,
and Yemen and the Ukraine/Russia war; seasonality; dependence on our sales and support team; our positioning and strategy; digital advertising
trends overall; our solutions and platform; customers; our dividend policy and our buyback program; the Trading Structure Changes we implemented,
our commercial partnerships, our equity investments, working capital and the sufficiency thereof; financial metrics such as revenue, costs
and expenses, including capital expenditures; legal proceedings and tax. Forward-looking statements may appear throughout this report,
including without limitation, in Item 3. “Key Information 3.D. Risk Factors,” Item
4. “Information on the Company,” and Item 5. “Operating
and Financial Review and Prospects 5.A. Operating Results.” In some cases, these forward-looking statements can be identified
by words or phrases such as “may,” “might,” “will,” “could,” “would,” “should,”
“expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,”
“predict,” “potential,” “continue,” “contemplate,” “possible” or the negative
of these terms or similar expressions. We have based these forward-looking statements largely on our current expectations and projections
about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking
statements involve known and unknown risks, uncertainties and other risks, assumptions and factors that could cause our actual results
or conditions to differ materially from our forward-looking statements include, among others, the items in the following list, which also
summarizes some of our most principal risks:
| • |
our success and revenue growth depend on adding new advertisers and publishers, effectively educating and training our existing advertisers
and publishers on how to make full use of our platform and increasing usage of our platform by advertisers and publishers; |
| • |
our business depends on our access to advertising spend from a limited number of DSPs, agencies and advertisers, which may be reduced
or terminated at any time; |
| • |
our business depends on our ability to maintain and expand access to valuable inventory from publishers, including our largest publishers;
|
| • |
if we may fail to make the right investment decisions in our platform, or if we fail to innovate and develop new solutions that are
adopted by advertisers and publishers, we may not attract and retain advertisers and publishers, which could have an adverse effect on
our business, results of operations and financial condition; |
| • |
significant parts of our business depend on relationships with data providers for data sets used to deliver targeted campaigns;
|
| • |
our business depends on access to data, and limitation on its collection, use or disclosure could materially harm our business;
|
| • |
restrictions on “cookies,” mobile device IDs, CTV tracking, or other technologies could reduce the effectiveness of our
platform and materially harm our business; |
| • |
if we fail to meet content, inventory, and brand safety standards or maintain the trust of our advertisers and publishers, our reputation
and business could be harmed; |
| • |
our success depends on our ability to grow rapidly and manage that growth effectively; failure to do so could harm our business and
reduce shareholder value; |
| • |
industry consolidation and increased competition could harm our business; |
| • |
the market for programmatic buying for advertising campaigns is evolving and, if this market develops slower or differently than
we expect, our business, operating results and financial condition could be adversely affected; |
| • |
failure to maintain platform integrity, prevent fraud or adapt to changing consumer behavior could harm our business, reputation
and operating results; |
3
| • |
our ability to scale our platform infrastructure to support anticipated growth and transaction volume; |
| • |
disruptions to service from our third-party data center hosting facilities and cloud computing and hosting providers could impair
the delivery of our services and harm our business; |
| • |
potential liability and harm to our business based on the human factor of inputting information into our platform; |
| • |
cybersecurity risks, including impersonation and fraud schemes that exploit out brand, and any significant failure or breach of our
systems, or those of our third-party vendors, could harm our business; |
| • |
any failure to protect our intellectual property rights; |
| • |
reliance on non-proprietary technology, software, products, and services; |
| • |
the overall demand for advertising and reductions in marketing spend; |
| • |
the macroeconomic conditions including potential headwinds related to inflation, high interest rates, evolving U.S. and global trade
dynamics (including tariffs) and global supply chain constraints; |
| • |
the risks related to the use and development of Generative Artificial Intelligence (“AI”); |
| • |
any decreases in the use of the advertising or publishing channels that we primarily depend on, or failure to expand into emerging
channels; |
| • |
if CTV advertising develops in ways that limit the delivery of ads to viewers, our business, results of operating and financial conditions
could be adversely affected; |
| • |
the competitive nature of the market in which we participate; |
| • |
seasonal fluctuations or market changes in advertising activity; |
| • |
the effective growth and training of our sales and support teams; |
| • |
the war and hostilities between the United States, Israel and Iran, and between Israel and Hamas, Hezbollah, and Yemen, and other
risks relating to our employees or our location in Israel; |
| • |
payment-related risks, including our ability to collect payments from advertisers; |
| • |
we are a party to a credit agreement which contains a number of covenants that may restrict our current and future operations and
could adversely affect our ability to execute business needs; |
| • |
legal and regulatory constraints; |
| • |
risks relating to legal or regulatory issues; and |
| • |
other risks associated with our financial profile and our Ordinary Shares. |
These risks factors are discussed in more detail in this Annual
Report, including under Item 3. “Key Information – 3.D. Risk Factors.” The forward-looking
statements in this Annual Report are only predictions. These statements are inherently uncertain, subject to risks and uncertainties,
some of which cannot be predicted or quantified, and investors are cautioned not to unduly rely upon these statements. The events and
circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from
those projected in the forward-looking statements.
In addition, statements that “we believe” and similar
statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of
the date of this Annual Report, and while we believe such information forms a reasonable basis for such statements, such information may
be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review
of, all potentially available relevant information.
You should read this Annual Report and the documents that we reference
in this Annual Report and have been filed as exhibits to this Annual Report with the understanding that our actual future results, levels
of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements
by these cautionary statements.
The estimates and forward-looking statements contained in this
Annual Report speak only as of the date of this Annual Report. Except as required by applicable law, we undertake no obligation to publicly
update or revise any estimates or forward-looking statements whether as a result of new information, future events or otherwise, or to
reflect the occurrence of unanticipated events.
4
PART I
ITEM
1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER
STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
3.A. [RESERVED]
3.B. CAPITALIZATION AND INDEBTEDNESS
Not applicable.
3.C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not applicable.
3.D. RISK FACTORS
You should carefully consider the risks described
below, together with all of the other information included in this Annual Report, in evaluating us and our ordinary shares (“Shares”).
Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. The
trading price and value of our Shares could decline due to any of these risks, and you may lose all or part of your investment. This Annual
Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below
and elsewhere in this Annual Report.
Additional risks not presently known to us
or that we currently deem immaterial may also impair our business operations.
Risks Relating to Our Business
Our success and revenue growth are dependent
on adding new advertisers and publishers, effectively educating and training our existing advertisers and publishers on how to make full
use of our platform and increasing usage of our platform by advertisers and publishers.
Our success and sustainability are dependent on regularly adding
new advertisers and publishers and increasing their usage of our platform. Our contracts and relationships with advertisers and publishers
generally do not include long-term or exclusive obligations requiring them to use, maintain use or increase use of our platform. Advertisers
and publishers typically have relationships with numerous providers and can use both our platform and those of our competitors without
incurring significant costs or disruption. They may also choose to decrease their overall advertising spend for any reason, including
if they do not believe they are receiving a sufficient return. Accordingly, we must continually work to add new advertisers and publishers
to our customer base, retain our existing advertisers and publishers, increase their usage of our platform and capture a larger share
of their advertising spend.
We may not be successful at educating and training advertisers
and publishers, especially new ones, on how to use our platform for them to most benefit from our technology and increase their usage.
If these efforts are unsuccessful or advertisers or publishers decide not to maintain or increase their usage of our platform for any
other reason, or if we fail to attract new advertisers or publishers, our revenue could fail to grow or may decline, which could materially
and adversely harm our business, operating results and financial condition.
Our business depends on access to advertising
spend from a limited number of DSPs, agencies, and advertisers, which may be reduced or terminated at any time.
Our business depends on our ability to maintain and expand our
access to advertising spend from advertisers that purchase advertising inventory through demand-side platforms (“DSPs”), as
well as from agencies and direct advertisers that execute their purchases through DSPs, in order to buy impressions from our publishers.
A limited number of large advertising customers may account for a significant portion of our revenue. For the year ended December 31,
2025, two buyers represent 12.1% and 11.3% of revenue. For the year ended December 31, 2024, one buyer represents 11.5% of revenue. For
the year ended December 31, 2023, no individual buyer accounted for more than 10% of revenue. As of December 31, 2025, two buyers accounted
for 22.6% and 10.7% of trade receivables. As of December 31, 2024, three buyers accounted for 19.1%, 12.1% and 11.2% of trade receivables.
As of December 31, 2025, and December 31, 2024 no individual vendor accounted for more than 10% of trade payables.
5
Our master service agreements with most DSPs and other customers
automatically renew for successive one-year terms but generally allow either party to terminate the agreement for convenience with 30-days'
prior written notice. We expect to continue to rely on a limited number of DSPs and advertising customers for a large percentage
of impressions purchased on our platform for the foreseeable future. Any disruptions in our relationships with DSPs, agencies, or advertisers
could harm our business, results of operations and financial condition.
To support our future growth, we must increase the levels of use
of our platform by existing DSPs, agencies, and advertisers.
However, we generally do not have minimum spending commitments
from advertisers, agencies, or DSPs, meaning the level of demand available on our platform can change at any time. As a result, we cannot
guarantee that we will have consistent access to a stable volume or quality of advertising spend. If an advertiser or DSP that represents
a significant portion of the demand in our platform materially reduces its use of our services, our revenue and profitability could decline
immediately and significantly, which could materially and adversely affect our business, results of operations and financial condition.
Our business depends on our ability to maintain
and expand access to valuable inventory from publishers, including our largest publishers.
Our business depends on our access to valuable publisher inventory.
We depend upon publishers, including channel partners, which aggregate large numbers of smaller publishers, to provide advertising inventory
which we can offer to prospective advertisers. A relatively small number of publishers have historically accounted for a significant portion
of the advertising inventory sold on our platform, as well as a significant portion of our revenue, including a relatively small number
of channel partners. To support our continued growth, we will seek to add additional publishers to our platform and to expand current
utilization with our existing publishers.
In general, our relationships with publishers do not contain minimum
commitments. The amount, quality and cost of inventory available on our platform can change at any time, and we cannot ensure that we
will have access to a consistent volume or quality of inventory at a reasonable cost, or at all. Any disruptions in our relationships
with publishers or our largest channel partners could adversely affect our business, results of operations and financial condition. If
we cannot retain or add individual publishers with valuable inventory, or if such publishers decide not to make their valuable inventory
available on our platform, then advertisers may be less inclined to use our platform, which could adversely affect our business, results
of operations and financial condition.
If we fail to make the right investment decisions
in our platform, or if we fail to innovate and develop new solutions that are adopted by advertisers and publishers, we may not attract
and retain advertisers and publishers, which could have an adverse effect on our business, results of operations and financial condition.
We face intense competition in the marketplace and are confronted
by rapidly changing technology, evolving industry standards, consumer preferences, regulatory changes and the frequent introduction of
new solutions by our competitors to which we must adapt and address. We need to continuously update our platform and the technology in
which we invest and develop, including our machine learning, generative artificial intelligence and other proprietary algorithms, to attract
publishers and advertisers and stay ahead of changes in technology, evolving industry standards and regulatory requirements. Our platform
is complex and new solutions can require a significant investment of time and resources to develop, test, introduce, enhance, and maintain.
These activities can take longer than we expect and we may not make the right decisions regarding our pursuit of these investments. New
formats and channels, such as mobile header bidding and CTV, present unique challenges and our success in new formats and channels depends
upon our ability to integrate them with our platform. If our mobile and video solutions, or our CTV solutions, are not widely adopted
by advertisers and publishers, we may not retain advertisers and publishers. In addition, new demands from advertisers or publishers,
superior offerings by competitors, changes in technology, or new industry standards or regulatory requirements could render our platform
or our existing solutions less effective and require us to make unanticipated changes to our platform or business model. Furthermore,
our focus on our end-to-end platform may decrease our responsiveness and agility to respond to changes or innovations specific to either
our DSP or SSP solutions. Our failure to adapt to a rapidly changing market, anticipate changing demand, or attract and retain advertisers
or publishers would cause our revenue or revenue growth rate to decline and adversely affect our business, results of operations and financial
condition.
6
Significant parts of our business depend on
relationships with data providers for data sets used to deliver targeted campaigns.
Our ability to deliver targeted advertising campaigns depends on
our ability to acquire effective data sets, which we do through a combination of proprietary data sets as well as data sets that we purchase
from third parties. If any third-party data providers decide not to make data sets available to us, decide to increase their price or
place significant restrictions on the use of their data, we may not be able to replace this with our own proprietary data sets or those
of other third-party providers that satisfy our requirements in a timely and cost-effective manner. In addition, some data set providers
in the industry may enter into exclusivity arrangements with our competitors, which could limit our access to a meaningful supply of data
and give them a competitive advantage. Any limitations on access to these third-party data sets could impair our ability to deliver effective
solutions, which could adversely affect our business, results of operations and financial condition.
Our business depends on access to data, and
limitations on its collection, use, or disclosure could materially harm our business.
As part of our platform, we process large volumes of data about
advertising transactions, such as consumer, advertiser, and publisher preferences, ad placement, size and format, pricing, bid response,
and auction outcomes. We also collect automatic content recognition (“ACR”) data that, while not identifying the individual,
includes device characteristics, online browsing behavior, exposure to and interaction with advertisements, and inferential data about
purchase intentions and preferences. This data is collected through our systems, pixels on publisher websites, software development
kits in mobile apps and smart TVs, cookies, and other tracking technologies. Publishers, advertisers, and third-party data providers may
also supply proprietary data to us.
We aggregate and analyze this data to enhance our services, improve
ad pricing, placement, and delivery, and provide real-time analytics to our publishers and advertisers. Our ability to collect, use, and
share this data is critical to effectiveness and value of our solutions.
However, there are technical, operational, and regulatory challenges
that could limit our ability to collect or use this data. Browser and operating system changes, such as restrictions on cookies or mobile
and CTV tracking, consumer opt-out tools, and publisher-imposed limits may reduce the amount or quality of data we can collect. Regulatory
frameworks, including the European Union’s General Data Protection Regulation (“GDPR”), the California Consumer Privacy
Act and California Privacy Rights Act (“CCPA/CPRA”), and other privacy laws globally, may impose restrictions on data collection,
storage, aggregation, or use. Regulatory investigations, enforcement actions, and evolving standards in the advertising technology (“AdTech”)
industry may require us to modify how we collect or use data or incur substantial costs to comply. For example, privacy frameworks
such as the Interactive Advertising Bureau’s Transparency and Consent Framework (“TCF”) have been subject to scrutiny
by European regulators, and the rules governing user consent for behavioral advertising continue to evolve. The application of similar
consent standards to mobile and CTV ecosystems remains uncertain, and limited adoption of standardized consent mechanisms could reduce
the data we can access and use in these channels.
Additionally, publishers and advertisers may place restrictions
on the data we collect or use, either due to legal requirements or business considerations. Existing or new partners could limit our access
to their data or determine that they cannot provide data in compliance with applicable privacy laws.
Any restrictions, limitations, or changes in technology, consumer
behavior, publisher permissions, or regulations that reduce the availability or usefulness of data could impair our ability to deliver
effective advertising solutions. This could materially and adversely affect our business, results of operations, and financial condition.
Restrictions on cookies, mobile device IDs,
CTV tracking, or other technologies could reduce the effectiveness of our platform and materially harm our business.
Our platform relies on tracking technologies, including cookies,
mobile device identifiers, CTV data collection, and other methods, to collect data that enables advertisers to make more informed
decisions about bidding, pricing, and placement of advertising. These technologies do not identify consumers directly but provide information
such as when a consumer views or clicks on an advertisement, uses a mobile app, or interacts with content on a smart TV, as well as device
characteristics, location, and browser information. Publishers, advertisers, and data partners may also provide us with proprietary data
or allow the use of their tracking technologies.
7
Recent and ongoing changes in technology, privacy regulations,
and consumer behavior may limit our ability to use these tracking technologies effectively. For example:
| • |
Web browsers and operating systems, such as Safari, iOS, and Chrome, are restricting the use of third-party cookies and mobile device
identifiers. |
| • |
CTV and over-the-top platforms are increasingly limiting access to device-level identifiers and tracking mechanisms, and industry
standards for consent and data use are still evolving. |
| • |
Privacy laws and regulations, including GDPR in the European Union, CCPA/CPRA in California, and other U.S. state and global privacy
frameworks, require user consent, impose opt-out rights, and may limit the use or sharing of tracking data. |
If these tracking technologies are restricted, and widely adopted
alternatives are not available, our platform could lose insight into consumer activity, making advertising less precise and reducing the
value of advertising placements. This could adversely affect our reporting capabilities, the effectiveness of advertising campaigns, and
our revenue.
We may attempt to develop or adopt alternative methods, such as
first-party data collection, probabilistic modeling, or contextual advertising, but these solutions may be time-consuming, costly, less
effective, or subject to additional regulatory requirements. Any limitations on the use of cookies, mobile device IDs, CTV tracking, or
other tracking technologies could materially and adversely affect our business, results of operations, and financial condition.
If we fail to meet content, inventory, and
brand safety standards or maintain the trust of advertisers and publishers, our reputation and business could be harmed.
We generally do not create or control the content of advertisements
or the content of the digital media inventory made available through our platform. Advertisers are responsible for the advertising content
they provide, and publishers are responsible for the content of the inventory they offer. Both advertisers and publishers are highly sensitive
to brand safety, content integrity and regulatory compliance associated with content they consider inappropriate, competitive, inconsistent
with their brands, or illegal.
As a result, our reputation and the value of our platform depend,
in part, on our ability to provide services that our advertisers and publishers trust and to comply with contractual content and inventory
standards. We use third party tools and other processes to review and monitor the inventory provided by publishers to ensure compliance
with our standards. However, these tools, have inherent limitations and may not always identify or prevent inventory placements that advertisers
or publishers later determine to be unacceptable.
We seek to contractually prohibit misuse of our platform by agencies
(and their advertiser customers) and by publishers, but we may not always be successful in achieving comprehensive protection or enforcing
compliance. Despite these efforts, advertisers may inadvertently purchase inventory that they consider unsuitable for their cases, we
may not be able unable to collect revenue from advertisers or recover amounts already paid to publishers, which could adversely affect
our results of operations.
In addition, standards regarding what advertisers or publishers
consider offensive, objectionable or inappropriate are constantly evolving and may vary across geographies, industries and individual
customers. Our contractual arrangements and technical controls may not fully anticipate or reflect these changing expectations. Advertisers
may also intentionally run campaigns that do not comply with publisher standards, attempt to use targeting practices that are illegal,
unethical, or noncompliant, or seek to place advertising in jurisdictions where such advertising is restricted or where the regulatory
environment is uncertain. If this occurs, publishers may limit or withdraw inventory from our platform, which could reduce available supply,
damage our reputation, and adversely affect our business, operating results and financial condition.
Our success depends on our ability to grow
rapidly and manage that growth effectively; failure to do so could harm our business and reduce shareholder value.
The advertising technology market is highly dynamic and competitive,
and our long-term success depends on continued adoption of programmatic advertising and our ability to develop and deploy innovative technologies
and solutions that address the evolving needs of advertisers and digital media property owners. To compete effectively with larger, better-capitalized
competitors, we believe we must grow our business and achieve greater scale and market reach. Our ability to achieve this growth depends
in significant part on the quality of our strategic vision, planning, and execution. The advertising market is evolving rapidly, and strategic
decisions regarding product development, technology investments, market positioning, partnerships and acquisitions involve significant
risks. If we make incorrect or untimely strategic decisions, we could lose our competitive position, customer confidence or market share,
and we may not be able to recover and achieve our objectives. Sustained growth also requires access to capital and our ability to deploy
capital efficiently. We must continue to invest in hiring and retaining skilled personnel, expanding and maintaining the infrastructure
required to operate our platform, acquiring or integrating complementary businesses or technologies, and developing scalable sales, marketing,
finance, administrative and management functions. Rapid growth, or efforts to grow, may place significant strain on our operational, financial
and managerial resources and may expose weaknesses in our systems, processes and controls. If we are not able to grow at the pace we anticipate,
manage growth effectively, or continue to innovate in response to market changes, the value of our business could decline and our business,
results of operations and financial condition could be adversely affected.
8
Industry consolidation and increased competition could harm our
business.
The advertising technology market is highly competitive and is
undergoing significant consolidation. Larger competitors are increasingly acquiring smaller companies, expanding their product offerings,
and integrating services across the value chain. The consolidation has increased, and may further increase, pricing pressure on us, as
larger competitors are able to offer bundled solutions, leverage their scale, and negotiate more favorable terms with advertisers and
publishers than we can.
Consolidation may also strengthen relationships between large
advertisers, publishers, and dominant advertising technology platforms, making it more difficult for us to retain existing customers or
attract new ones. As competitors grow in scale, they may gain greater control over critical data, advanced AI-driven targeting capabilities,
or proprietary ad-serving technologies, which could place us at a competitive disadvantage.
In addition, increased competition from large, integrated players
may create barriers to entry or expansion. These competitors may have greater financial resources, broader customer bases, and more comprehensive
product offerings, which could limit our ability to enter new markets, invest in product innovation, or expand our services. If we are
unable to compete effectively in this increasingly consolidated market, our revenues, growth prospects, and profitability could be materially
adversely affected.
The market for programmatic buying for advertising
campaigns is evolving. If this market develops slower or differently than we expect, our business, operating results and financial condition
could be adversely affected.
We derive revenue from programmatic advertising on our end-to-end
platform. We expect that programmatic advertising will continue to be our primary source of revenue for the foreseeable future and that
our revenue growth will largely depend on increasing our customers’ usage of our platform. While the market for programmatic advertising
for desktop and mobile is relatively established, the market in other channels is still emerging, and our current and potential customers
may not shift quickly enough to programmatic advertising from other buying methods, which would reduce our growth potential. If the market
for programmatic advertising deteriorates or develops more slowly than we expect, it could reduce demand for our platform and our business,
growth prospects and financial condition could be adversely affected.
Failure to maintain platform integrity, prevent
fraud or adapt to changing consumer behavior could harm our business, reputation, and operating results.
Our business depends on the trust of advertisers, publishers, and
consumers, as well as the effective operation of our platform. If we fail to maintain platform integrity, prevent fraud or respond effectively
to changes in consumer behavior and technology, our business, results of operations and financial condition could be adversely affected.
We may be subject to fraudulent, deceptive or malicious activities
by individuals or organizations seeking to misuse our platform, including attempts to inflate or divert advertising spend, generate fraudulent
impressions or clicks, distribute malware, or compromise the systems or devices of publishers or consumers. We use proprietary technology,
third-party tools and industry collaboration to detect and mitigate click fraud, malware and other malicious activity, but these measures
are not foolproof. Preventing fraud is an industry-wide challenge that requires constant vigilance, and we cannot guarantee that we will
be successful in all cases. Any failure to detect or prevent such activity could damage our reputation, reduce advertiser or publisher
confidence, result in the loss of business, or expose us to legal claims or liability.
Our advertisers and publishers expect advertisements and inventory
served through our platform to meet evolving standards related to brand safety, content appropriateness, legality, and quality. Although
we use third-party tools and contractual provisions designed to enforce content and inventory standards, these tools have limitations,
and we do not independently verify all advertising or publisher content. If advertisers inadvertently purchase inventory, they consider
unacceptable, or if publishers believe advertising served through our platform violates their standards or applicable laws, they may reduce
or terminate their use of our services, and we may be unable to collect revenue or recoup payments made to publishers.
9
In addition, consumers increasingly use technologies that limit
the collection and use of data or the delivery of digital advertising, including cookie blocking or deletion, browser and operating system
privacy controls, opt-out mechanisms, subscription-based ad-free services and ad-blocking software. Major browsers, mobile operating systems,
and platforms continue to restrict third-party tracking and access to device identifiers, which may reduce the effectiveness of interest-based
advertising. Because our platform relies in part on third-party data, these developments could disproportionately impact our ability to
deliver targeted advertising compared to competitors with large first-party data assets. If the use of ad-blocking, opt-out or privacy-enhancing
technologies continues to grow, the value and effectiveness of digital advertising could decline, adversely affecting demand for our platform.
We take steps to mitigate these risks by monitoring our platform
for fraud and malware, working with advertisers and publishers to uphold content and inventory standards, and adapting our technology
and practices in response to evolving privacy, regulatory and consumer expectations. However, these efforts may not fully prevent the
risks described above, and any failure to maintain trust in our platform could materially harm our business, operating results, and financial
condition.
We must scale our platform infrastructure to
support anticipated growth and transaction volume. If we fail to do so, we may limit our ability to process inventory and we may lose
revenue.
Our business depends on processing inventory in milliseconds, and
we must handle an increasingly large volume of such transactions. The addition of new solutions, such as header bidding in mobile and
CTV formats, support of evolving advertising formats, handling and use of increasing amounts of data, and overall growth in impressions
place growing demands upon our platform infrastructure. If we are unable to grow our platform to support substantial increases in the
number of transactions and in the amount of data we process, on a high-performance, cost-effective basis, our business, results of operations
and financial condition could be adversely affected.
Disruptions to service from our third-party
data center hosting facilities and cloud computing and hosting providers could impair the delivery of our services and harm our business.
A significant portion of our business relies upon hardware and
services that are hosted, managed and controlled by third-party co-location providers for our data centers, and we are dependent on these
third parties to provide continuous power, cooling, Internet connectivity and physical and technological security for our servers. In
the event that these third-party providers experience any interruption in operations or cease business for any reason, or if we are unable
to agree on satisfactory terms for continued hosting relationships, we would be forced to use other service providers or assume some hosting
responsibilities ourselves which may come at a significant cost. Even a disruption as brief as a few minutes could have a negative impact
on marketplace activities and could result in a loss of revenue. These facilities may be located in areas prone to natural disasters and
may experience catastrophic events such as earthquakes, fires, floods, power loss, telecommunications failures, acts of war or terrorism,
public health crises, such as the COVID-19 pandemic, and similar events. They may also be subject to break-ins, sabotage, intentional
acts of vandalism, cyber-attacks and similar misconduct. Such events could cause damage to, or failure of, our systems generally, or those
of the third-party cloud computing and hosting providers, which could result in disruptions to our service and adversely affect our business.
We face potential liability and harm to our
business based on the human factor of inputting information into our platform.
We, or our customers, set up campaigns on our platform using a
number of available variables. While our platform includes several checks and balances, it is possible for human error to result in significant
over-spending. We offer a number of protections such as daily or overall spending caps, but despite these protections, the ability for
overspend exists. For example, campaigns which last for a period of time can be set to pace evenly or as quickly as possible. If a customer
with a high credit limit enters an incorrect daily cap with a campaign set to a rapid pace, it is possible for a campaign to accidently
go significantly over budget. While our customer contracts state that customers are responsible for media purchased through our platform,
we are ultimately responsible for paying the inventory providers and we may be unable to collect when such issues occur.
10
We are subject to cybersecurity risks, including
impersonation and fraud schemes that exploit our brand, and any significant failure or breach of our systems, or those of our third party
vendors, could harm our business.
Our business depends on the secure and reliable operation of our
information technology systems and those of our third-party vendors and service providers. We face ongoing cybersecurity risks, including
unauthorized access, service disruptions, malware, ransomware, phishing, social engineering, and other cyber-enabled fraud.
We have also addressed incidents involving typo-squatting and brand
impersonation, in which third parties used domains or digital assets similar to our name or branding. In certain instances, fraudsters
misused our brand and logo in connection with “optimizer” scams intended to falsely represent that individuals were being
recruited to work for us, when they were not interacting with the Company or any authorized representative. These activities did not involve
unauthorized access to our core platform or customer systems, but could harm our reputation and require ongoing monitoring and enforcement
efforts.
In July 2024, we experienced a cybersecurity incident in which
unauthorized individuals gained access to certain systems. While we detected and contained the incident promptly, we cannot guarantee
that similar incidents will not occur in the future, or that any new incidents would not have a more severe impact. Although the investigation
confirmed that no customer data or financial information was compromised, we recognize the possibility that although not material, at
the time, IT systems information may have been exposed. As of the date of this filing, we estimate the direct costs of responding to and
remediating the cybersecurity incident to be minimal.
Cybersecurity incidents put us at risk for interruptions, outages
and breaches of: operational systems, including business, financial, accounting, product development, data processing, and production
processes, owned by us or our third-party vendors or suppliers; facility security systems, owned by us or our third-party vendors or suppliers;
in-product technology owned by us or our third-party vendors or suppliers; the integrated software in our solutions; or personal data
that we process or our third-party vendors or suppliers process on our behalf. Such cyber incidents could materially disrupt operational
systems; result in loss of intellectual property, trade secrets or other proprietary or competitively sensitive information; compromise
certain information of customers, employees, suppliers, drivers or others; jeopardize the security of our facilities; or affect the performance
of in-product technology and the integrated software solutions. A cyber incident could be caused by disasters, insiders (through inadvertence
or with malicious intent) or malicious third parties (including nation-states or nation-state supported actors) using sophisticated, targeted
methods to circumvent firewalls, encryption and other security defenses, including hacking, fraud, trickery or other forms of deception.
The techniques used by cyber attackers change frequently and may be difficult to detect for long periods of time. Although we maintain
information technology measures designed to protect us against intellectual property theft, data breaches and other cyber incidents, such
measures require constant updates and improvements, and we cannot guarantee that such measures will be adequate to detect, prevent or
mitigate cyber incidents. The implementation, maintenance, segregation and improvement of these systems requires significant management
time, support and cost. Moreover, there are inherent risks associated with developing, improving, expanding and updating current systems,
including the disruption of our data management, procurement, production execution, finance, supply chain and sales and service processes.
These risks may affect our ability to manage our data and inventory, procure parts or supplies or produce, sell, deliver and service our
solutions, adequately protect our intellectual property or achieve and maintain compliance with, or realize available benefits under,
applicable laws, regulations and contracts. We cannot be sure that the systems upon which we rely, including those of our third-party
vendors or suppliers, will be effectively implemented, maintained or expanded as planned. If we do not successfully implement, maintain
or expand these systems as planned, our operations may be disrupted, our ability to accurately and timely report our financial results
could be impaired, and deficiencies may arise in our internal controls over financial reporting, which may impact our ability to certify
our financial results. Moreover, our proprietary information or intellectual property could be compromised or misappropriated, and our
reputation may be adversely affected. If these systems do not operate as we expect them to, we may be required to expend significant resources
to make corrections or find alternative sources for performing these functions.
A significant cyber incident could impact production capability,
harm our reputation, cause us to breach our contracts with other parties or subject us to regulatory actions or litigation, any of which
could materially affect our business, prospects, financial condition and operating results. In addition, our insurance coverage for cyber-attacks
may not be sufficient to cover all the losses we may experience as a result of a cyber incident. Any problems with our third-party cloud
hosting providers, whether due to cyber security failures or other causes, could result in lengthy interruptions in our business.
11
Any failure to protect our intellectual property
rights could negatively impact our business.
We regard the protection of our intellectual property, which includes trade secrets,
copyrights, trademarks and domain names, as critical to our success. We rely on a combination of patent, trademark, copyright, trade secret
laws, confidentiality procedures and contractual provisions to protect our proprietary methods and technologies, and own more than 50
patents. We generally enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality
agreements with parties with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information.
However, we may not be successful in executing these agreements with every party who has access to our confidential information or contributes
to the development of our intellectual property. Those agreements that we do execute may be breached, and we may not have adequate remedies
for any such breach. These contractual arrangements and the other steps we have taken to protect our intellectual property may not prevent
the misappropriation of our intellectual property or deter independent development of similar intellectual property by others. Breaches
of the security of our solutions, databases or other resources could expose us to a risk of loss or unauthorized disclosure of information
collected, stored or transmitted for, or on behalf of, advertisers or publishers, or of cookies, data stored in cookies, other user information
or other proprietary or confidential information.
In addition, we register certain domain names, trademarks and service
marks in the United States and in certain locations outside the United States. We also rely upon common law protection for certain marks.
Any of our patents, trademarks or other intellectual property rights may be challenged by others or invalidated through administrative
process or litigation. We recently rebranded our Company’s various businesses under the name “Nexxen” and associated
Nexxen logo, in order to further promote our unified service and product offerings and Company has invested resources in its rebranding.
Our competitors and others could attempt to capitalize on our brand recognition by using domain names or business names similar to ours.
Domain names and trademarks similar to ours have been registered in the United States and elsewhere. We may be unable to prevent third
parties from acquiring or using domain names and other trademarks that infringe on, are similar to, or otherwise decrease the value of
our brands, trademarks or service marks. Effective trade secrets, copyright, trademark, domain name and patent protection are expensive
to develop and maintain, both in terms of initial and ongoing registration requirements and the costs of defending our rights. We may
be required to protect our intellectual property in an increasing number of jurisdictions, a process that is expensive and may not be
successful or which we may not pursue in every location. We may, over time, increase our investment in protecting our intellectual property
through additional filings that could be expensive and time-consuming.
Risks Relating to the Market in Which We Operate
Reliance on non-proprietary technology, software,
products, and services could harm our business.
We rely on third-party or open-source technology, software, products,
and data to support critical functions of our platform, including delivering targeted advertising campaigns. Our ability to obtain and
maintain these resources on commercially reasonable terms is essential to our operations. If these technologies, products, or data sets
become unavailable, fail to perform as expected or are subject to terms we cannot accept, we could experience service disruptions, errors,
or higher costs. Negotiating and integrating third-party technology can be complex, costly and time-consuming matters, and may require
upfront commitments or ongoing fees. Any failure by a third-party provider to maintain, support, secure, or provide their technology or
data could materially affect our platform, administrative processes, or other aspects of our business. Changes in costs or availability
of these services could force us to find alternatives, which may cause delays, outages, or difficulties in delivering our services.
12
Our revenue and results of operations are highly
dependent on the overall demand for advertising. Factors that affect the amount of advertising spending, such as economic downturns, inflation,
supply constraints, geopolitical issues, evolving U.S. and global trade dynamics (including tariffs), and pandemics, can make it difficult
to predict our revenue and could adversely affect our business, results of operations and financial condition.
Our business depends on the overall demand for advertising and on the economic health
of our current and prospective advertisers. Advertisers have been impacted by challenging and evolving macroeconomic conditions, in some
instances creating headwinds related to inflation, high interest rates, evolving U.S. and global trade dynamics (including tariffs), and
global supply chain constraints. Our business has been and may be impacted in the future by several factors including international hostilities
(such as the United States-Israel-Iran war, and the war and hostilities involving Israel, Hamas, Hezbollah, and Yemen, and the Russia-Ukraine
war), inflation, interest rate fluctuations, evolving U.S. and global trade dynamics (including tariffs), pandemics and the resulting
economic uncertainty in the United States and global economies. Many advertisers have also suffered and continue to do so as a result
of economic downturn, inflation, interest rates, evolving U.S. and global trade policies (including tariffs), and residual impacts from
the COVID-19 pandemic, including global supply chain constraints which materially impacted certain verticals. Many marketing budgets decreased
their advertising spending as a response to the economic uncertainty and decline in business activity due to macroeconomic conditions
which have, and may continue to have, a negative impact on our revenue and results of operations. Macroeconomic factors and uncertainty
could cause advertisers to reduce their advertising budgets, and may include the following:
| • |
adverse economic conditions, rising inflation and interest rates, and general uncertainty about an economic downturn, particularly
in North America where we do most of our business including recession and depression concerns; |
| • |
instability in political or market conditions generally; |
| • |
changes in the pricing policies of publishers and competitors; |
| • |
any changes in tax treatment of advertising expenses and the deductibility thereof; |
| • |
the seasonal nature of advertising spend on digital advertising campaigns; |
| • |
changes and uncertainty in the regulatory and business environment (for example, when Apple or Google change policies for their browsers
and operating systems); |
| • |
geopolitical hostilities and uncertainty within the U.S. and global political landscape which might create challenges for customers
and impact advertising activities; and |
| • |
evolving U.S. and global trade dynamics (including tariffs). |
Reductions in overall advertising spending as a result of these
factors could make it difficult to predict our revenue and could adversely affect our business, results of operations, and financial condition.
Our global operations expose us to risks beyond
our control, which could adversely affect our financial results.
We operate in 180 countries and territories, and our business is exposed to a variety
of risks that are largely outside of our control. These include political unrest and regional hostilities, such as the United States-Israel-Iran
war and the war and hostilities involving Israel, Hamas, Hezbollah, and Yemen, the Russia-Ukraine war, and rising tensions between China
and Taiwan, as well as strikes, civil unrest, and other political events. Other factors beyond our control include natural disasters,
severe weather, climate change, pandemics, or global health emergencies, disruptions to infrastructure or utilities, cyberattacks, acts
of war or terrorism, and other unforeseen events. Although we cannot predict the timing or impact of such events, they could materially
disrupt our operations, damage our reputation, and adversely affect our business, results of operations, and financial condition.
Health
epidemics, pandemics, and other infectious disease outbreaks could adversely affect our business.
Our business and operations have been, and could in the future
be adversely affected by health epidemics, pandemics, and other infectious disease outbreaks, such as the global COVID-19 pandemic.
Economic disruptions caused by such events, such as recessions,
inflation, or other sustained market instability, can materially impact our customers’ and potential customers’ ability or
willingness to spend on advertising. Because we are typically required to pay advertising inventory and data suppliers within a negotiated
period of time, regardless of whether our customers pay us on time, or at all, we may not be able to renegotiate better terms. As a result,
our financial condition and results of operations may be adversely impacted if the business or financial condition of advertisers and
marketers is negatively affected by an infectious disease. Our business depends on the overall demand for advertising and on the economic
health of advertisers and publishers that benefit from our platform. As seen during the COVID-19 pandemic, economic uncertainty or downturns
can lead advertisers to reduce or pause their advertising budgets, which could decrease usage of our platform and materially harm our
business, operating results and financial condition.
There are risks related to the use and development
of Generative Artificial Intelligence (“AI”)
The increasing adoption and regulatory scrutiny of generative AI
technologies may present risks that could materially impact our business, operations, and reputation. We currently utilize or may
in the future integrate generative AI technologies into certain aspects of our business, including product development, customer service,
content creation, and operational efficiencies. While generative AI offers significant potential benefits, it also presents several risks
including compliance with laws and regulations, intellectual property and legal liability concerns, data privacy and security risks, and
ethical issues, bias, or misinformation that could arise from AI outputs. If we are unable to effectively manage these risks, our business
operations, regulatory compliance, financial results, and reputation may be materially harmed.
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Any decrease in the use of the advertising
or publishing channels that we primarily depend on, or failure to expand into emerging channels, could adversely affect our business,
results of operations and financial condition.
The future growth of our business could be constrained by the level
of acceptance and expansion of emerging channels, as well as the continued use and growth of existing channels in which our capabilities
are more established. Our revenue growth may depend on our ability to expand within mobile and, in particular, CTV, and we have been,
and are continuing to, enhance such channels. We may not be able to accurately predict changes in overall advertiser demand for the channels
in which we operate and cannot assure you that our investment in formats will correspond to any such trends. For example, we cannot predict
whether the growth in demand for our CTV offering will continue. Any decrease in the use of existing channels, whether due to advertisers
or publishers losing confidence in the value or effectiveness of such channels, regulatory restrictions or other causes, or any inability
to further penetrate CTV or enter new and emerging advertising channels, could adversely affect our business, results of operations, and
financial condition.
If CTV advertising develops in ways that limit
the delivery of ads to viewers, our business, results of operations and financial condition could be adversely affected.
While online video advertising has grown rapidly, programmatic
solutions for CTV are still relatively new compared to desktop and mobile video advertising. Many CTV publishers with cable or broadcast
television backgrounds may have limited experience with digital advertising, and in particular programmatic advertising. For these publishers,
it is extremely important to protect the quality of the viewer experience to maintain brand goodwill and ensure that online advertising
efforts do not create sales channel conflicts or otherwise detract from their direct sales force. In this regard, programmatic advertising
presents a number of potential challenges, including the ability to ensure that ads are brand safe, comply with business rules around
competitive separation, are not overly repetitive, are played at the appropriate volume and do not cause delays in load-time of content.
We believe that our platform is well-positioned to allow publishers the opportunity to achieve these goals and also reliably achieve “ad
podding,” or the placement of the desired number of advertisements in commercial breaks. Although we have invested significant time
and resources to build relationships with CTV publishers, establish best practices, and demonstrate the benefits of programmatic advertising,
there is no assurance that CTV publishers will adopt these solutions at the pace we anticipate, or at all. If adoption is slower than
expected, our business, results of operations, and financial condition could be materially affected.
The market in which we participate is intensely
competitive, and we may not be able to compete successfully with our current or future competitors.
We operate in a highly competitive and rapidly changing industry.
We expect competition to persist and intensify in the future, which could harm our ability to increase revenue, expand our market share,
and maintain or increase profitability. New technologies and methods of buying advertising present a dynamic competitive challenge, as
market participants develop and offer new products and services such as products and services utilizing generative artificial intelligence,
analytics, and automated media buying and exchanges, aimed at capturing advertising spend or disrupting the digital marketing landscape.
Further, our competitors have begun and will continue to offer similar products or services to those we currently offer, including our
end-to-end platform, and our ability to compete effectively could be significantly compromised.
We may also face competition from new companies entering the market,
including large established companies and companies that we do not yet know about or do not yet exist. For example, certain large, established
DSPs within the industry have begun enacting supply path optimization (“SPO”) initiatives which could potentially reduce advertising
spend on our platform or within the broader open internet. If existing or new companies develop, market or resell competitive high-value
products or services that result in additional competition for advertising spend or advertising inventory, or if they acquire one of our
existing competitors or form a strategic alliance with one of our competitors, our ability to compete effectively could be significantly
compromised and our results of operations could be harmed.
Our current and potential competitors may have significantly more
financial, technical, marketing and other resources than we have, which may allow them to devote greater resources to the development,
promotion, sale and support of their products and services. They may also have more extensive advertiser bases and broader publisher relationships
than we have and may be better positioned to execute on advertising conducted over certain channels, such as social media, mobile and
video. Some of our competitors may have a longer operating history and greater name recognition. As a result, these competitors may be
better able to respond quickly to new technologies, develop deeper advertiser relationships or offer services at lower prices. Any of
these developments would make it more difficult for us to sell our platform and could result in increased pricing pressure, increased
sales and marketing expense, or the loss of market share.
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Seasonal fluctuations or market changes in
advertising activity could have a material impact on our revenue, cash flow and operating results.
Our revenue, cash flow, operating results and other key operating
and performance metrics may vary from quarter to quarter due to the seasonal nature of our customers’ spending on advertising campaigns.
For example, in prior years, customers tended to devote more of their advertising budgets to the fourth calendar quarter to coincide with
consumer holiday spending. In contrast, the first quarter of the calendar year has typically been the weakest in terms of advertising
spend. Political advertising could also cause our revenue to increase during election cycles and decrease during other periods, making
it difficult to predict our revenue, cash flow and operating results, all of which could fall below our expectations. In addition, adverse
economic conditions, inflation, changes in foreign exchange rates or interest rates, evolving U.S. and global trade dynamics (including
tariffs), or general economic uncertainty, may cause customers to decrease their advertising spend, which could adversely affect our revenue,
cash flow and operating results.
If we do not effectively grow and train our
sales and support teams, we may be unable to add new customers or increase usage of our platform by our existing customers, and our business
will be adversely affected.
We are substantially dependent on our sales and support teams to
obtain new customers and to increase usage of our platform by our existing customers. We believe that there is significant competition
for sales personnel with the skills and technical knowledge that we require. Our ability to achieve revenue growth will depend, in large
part, on our success in recruiting, training, integrating and retaining sufficient numbers of sales personnel to support our growth. Due
to the complexity of our platform, a significant time lag exists between the hiring date of sales and support personnel and the time when
they become fully productive. Our recent and planned hires may not become productive as quickly as we expect, and we may be unable to
hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. If we are unable
to hire and train sufficient numbers of effective sales personnel, or the sales personnel are not successful in obtaining new customers
or increasing our existing customers’ spend with us, our business may be adversely affected.
Risks Relating to Global Operations Including Location in Israel
and Our Employees
Our long-term success depends on our ability
to operate internationally, making us susceptible to risks associated with cross-border sales and operations.
We serve advertisements in 180 countries and maintain offices in
North America, Europe, Asia and Australia. Our expansive global footprint subjects us to a variety of risks and burdens, including:
| • |
the need to localize our solutions, including product customizations and adaptation for local practices and regulatory requirements;
|
| • |
lack of familiarity and burdens of ongoing compliance with local laws, legal standards, regulatory requirements, tariffs, customs
formalities and other barriers, including restrictions on advertising practices, regulations governing online services, restrictions on
importation or shipping of specified or proscribed items, importation quotas, shopper protection laws, enforcement of intellectual property
rights, laws dealing with shopper and data protection, privacy, encryption, denied parties and sanctions, and restrictions on pricing
or discounts; |
| • |
heightened exposure to fraud; |
| • |
legal uncertainty in foreign countries with less developed legal systems; |
| • |
unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or customs formalities, embargoes,
exchange controls, government controls or other trade restrictions; |
| • |
differing technology standards; |
| • |
difficulties in managing and staffing international operations and differing employer/employee relationships; |
| • |
fluctuations in exchange rates that may increase our foreign exchange exposure. |
| • |
potentially adverse tax consequences, variations in tax policies among countries where we conduct business, including the complexities
of foreign tax laws (including value added, withholding and digital services taxes) and restrictions on the repatriation of earnings;
|
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| • |
increased likelihood of potential or actual violations of domestic and international anti-money laundering laws and anticorruption
laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”) and the U.K. Bribery Act 2010 (the “U.K.
Bribery Act”), which correlates with the scope of our sales and operations in foreign jurisdictions and operations in certain industries,
such that an increase in such operations would increase risk of non-compliance with the aforementioned laws; |
| • |
uncertain political and economic climates in foreign markets, including potential for geopolitical hostilities and war; |
| • |
managing and staffing operations over a broader geographic area with varying cultural norms and customs; |
| • |
varying levels of Internet and mobile technology adoption and infrastructure; |
| • |
reduced or varied protection for intellectual property rights in some countries; and |
| • |
new and different sources of competition. |
These factors may require significant management attention and
financial resources. Any negative impact from our international business efforts could adversely affect our business, results of operations
and financial condition.
We depend on our executive officers and other
key employees, and the loss of one or more of these employees could harm our business.
Our success depends largely upon the continued services of our
executive officers and other key employees. From time to time, there may be changes in our executive management team resulting from the
hiring or departure of executives, which could disrupt our business. While we have some required notice periods with a limited number
of executives, we do not, generally, have employment agreements with our executive officers or other key personnel that require them to
continue to work for us for any specified period and, therefore, they could terminate their employment with us at any time subject only
to the notice periods prescribed by their respective executive agreements. The loss of one or more of our executive officers or key employees
could harm our business.
Inability to attract and retain other highly
skilled employees could harm our business.
To execute our growth plan, we must attract and retain highly qualified
personnel. Competition where we maintain offices is intense, especially for engineers experienced in designing and developing software
and experienced sales professionals. We have from time to time experienced, and we expect to continue to experience, difficulty in hiring
and retaining employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater
resources than we have and may attempt to recruit our highly skilled employees. In addition, certain domestic immigration laws restrict
or limit our ability to recruit internationally. Any changes to Israeli, United Kingdom, European or U.S. immigration policies that restrain
the flow of technical and professional talent may inhibit our ability to recruit and retain highly qualified employees. In addition, job
candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. If the
perceived value of our equity awards declines, it may harm our ability to recruit and retain highly skilled employees.
Volatility or lack of appreciation in the price of our Shares may
also affect our ability to attract and retain our key employees. Many of our senior personnel and other key employees have become, or
will soon become, vested in a substantial amount of restricted stock units (“RSUs”) and performance share units (“PSUs”).
Employees may be more likely to leave us if the shares they own or the shares underlying their RSUs or PSUs have significantly decreased
in value relative to the original purchase price of the shares.
The impact of political, economic and military
conditions in Israel, and surrounding regions, could materially and adversely affect our business.
We are incorporated under Israeli law and our principal executive
offices are located in Israel. Many of our employees, including certain management members, operate from our offices located in Tel Aviv,
Israel. In addition, several of our officers and one of our directors, including our Chief Executive Officer and Chief Financial Officer,
are residents of Israel. Accordingly, political, economic, and military conditions in Israel and the surrounding regions may directly
affect our business and operations.
In October 2023, Hamas terrorists infiltrated Israel’s southern
border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Following the attacks, Israel
declared war against Hamas and a military campaign against the terrorist organization commenced by the Israel Defense Force (“IDF”).
In addition, Hezbollah has also launched attacks against Israeli military sites and troops, and against Israeli towns, and in response
to these attacks, the IDF carried out a military operation in Lebanon, including raids on territories controlled by Hezbollah in Southern
Lebanon and strikes on sites belonging to Hezbollah in Lebanon. On a separate border, Israel was required to take limited preemptive military
actions in Southern Syria in light of the fall of the Assad regime and the takeover of Syria by the Syrian rebels.
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Further, Israel faces threats from more distant neighbors, in particular,
Iran which conducted missile attacks on Israel in 2024 and 2025, has targeted cyber-attacks against Israeli entities and may be developing
nuclear weapons; and the Houthi movement, which controls parts of Yemen and launched, among others, a number of attacks on Israel and
marine vessels traversing the Red Sea. The Red Sea is a vital maritime route for international trade traveling to and from Israel. As
a result of such disruptions, we may experience in the future delays in supplier deliveries, extended lead times, and increased cost of
freight, increased insurance costs, increased purchased materials and manufacturing labor costs. The risk of ongoing supply disruptions
may have adverse impact on economic conditions in Israel.
Further, many Israeli citizens are obligated to perform up to several
weeks of annual military reserve duty each year. Our operations could be disrupted by such call-ups, which may include the call-up of members
of our management. During the war and hostilities in Israel, the IDF has called up hundreds of thousands of its reserve forces to serve.
A number of our Israeli team employees and their family members are subject to military service in the IDF and many of them were called
to serve. Such disruption could materially and adversely affect our business, prospects, financial condition, and results of operations
On February 28, 2026, Israel and the United States launched a joint
attack on Iran, targeting key officials, military commanders and facilities, including the assassination of the Iran's Supreme Leader
and other key officials and military commanders. Iran launched hundreds of ballistic missiles and drones against civilian targets in Israel
and against U.S. military bases, civilian aviation facilities and other civilian targets in several countries in the Persian Gulf.
Military activity and hostilities continue to exist at varying
levels of intensity, and the situations remain volatile, with the potential for escalation into a broader regional conflict. We continue
to monitor political and military developments closely and examine the consequences for our operations, assets and financial and operational
results.
The intensity and duration of Israel’s military endeavors
on multiple fronts are difficult to predict, as are the economic implications of the foregoing on our business and operations in particular,
and on Israel’s economy in general. These events may be intertwined with wider macroeconomic indications of a deterioration of Israel’s
economic standing, that may involve an additional downgrade in Israel’s credit rating by rating agencies (such as the downgrades
by Moody’s, S&P and Fitch Rating agencies of the credit rating of Israel), which may have a material adverse effect on our company
and its ability to effectively conduct its operations.
Our commercial insurance does not cover losses that may occur as
a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct
damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or
that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our
business. Any armed conflicts or political instability in the region would likely negatively affect business conditions and could harm
our results of operations.
Further, the State of Israel and Israeli companies have
been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies.
These restrictive laws and policies may have an adverse impact on our results of operations, financial condition or the expansion of our
business. A campaign of boycotts, divestment, and sanctions has been undertaken against Israel, which could also adversely affect our
business. Actual or perceived political instability in Israel or any negative changes in the political environment, may individually
or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations, and prospects.
Finally, the current elected government in Israel is pursuing certain
reforms to Israel’s judicial system. Certain financial, legal and commercial organizations and entities have claimed that such changes,
if adopted, could adversely affect the macroeconomic condition in which we operate. At this stage, the proposed legislation has not become
effective, and its scope has not been fully determined; we cannot assess the potential impacts of these changes and their likelihood on
our business, prospects, financial condition, and results of operation.
Your rights and responsibilities as our shareholder
will be governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. corporations.
We are incorporated under Israeli law. The rights and responsibilities
of holders of our Shares are governed by our amended and restated articles of association and the Israeli Companies Law, 5759-1999 (the
“Companies Law”). These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders
in typical U.S. corporations. In particular, pursuant to the Companies Law, each shareholder of an Israeli company has to act in good
faith and in a customary manner in exercising his, her or its rights and fulfilling his, her or its obligations toward the Company and
other shareholders and to refrain from abusing his, her or its power in the Company, including, among other things, in voting at the general
meeting of shareholders, on amendments to a company’s articles of association, increases in a company’s authorized share capital,
mergers and certain transactions requiring shareholders’ approval under the Companies Law. In addition, a controlling shareholder
of an Israeli company or a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or who has
the power to appoint or prevent the appointment of a director or officer in the Company, or has other powers toward the Company, has a
duty of fairness toward the Company. However, Israeli law does not define the substance of this duty of fairness. There is little case
law available to assist in understanding the implications of these provisions that govern shareholder behavior.
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Provisions of Israeli law and our amended and
restated articles of association may delay, prevent, or make undesirable an acquisition of all or a significant portion of our Shares
or assets.
Provisions of Israeli law and our amended and restated articles
of association could have the effect of delaying or preventing a change in control and may make it more difficult for a third party to
acquire us, or our shareholders to elect different individuals to our board of directors, even if doing so would be considered to be beneficial
by some of our shareholders, and may limit the price that investors may be willing to pay in the future for our Shares. Among other things:
| • |
Israeli corporate law regulates mergers and requires that a tender offer be effected when more than a specified percentage of shares
in a company are purchased; |
| • |
Israeli corporate law requires special approvals for certain transactions involving directors, officers or significant shareholders
and regulates other matters that may be relevant to these types of transactions; |
| • |
Israeli corporate law does not provide for shareholder action by written consent for public companies, thereby requiring all shareholder
actions to be taken at a general meeting of shareholders; |
| • |
our amended and restated articles of association do not permit a director to be removed except by a vote of the holders of at least
65% of our outstanding shares entitled to vote at a general meeting of shareholders; and |
| • |
our amended and restated articles of association provide that director vacancies may be filled by our board of directors. |
Furthermore, Israeli tax considerations may make potential transactions
less appealing to us or to some of our shareholders whose country of residence does not have a tax treaty with Israel granting tax relief
or exempting such shareholders from Israeli tax.
Our amended and restated articles of association
provide that unless we consent to an alternate forum, the federal district courts of the United States shall be the exclusive forum for
the resolution of any claims arising under the Securities Act of 1933, as amended (the “Securities Act”), which may limit
the ability of our shareholders to initiate litigation against us or increase the cost thereof.
Our amended and restated articles of association provide that unless
we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive
forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 22 of the Securities Act
creates concurrent jurisdiction for federal and state courts over all such Securities Act actions, and accordingly, both state and federal
courts have jurisdiction to entertain such claims. While the federal forum provision in our amended and restated articles of association
does not restrict the ability of our shareholders to bring claims under the Securities Act, we recognize that it may limit shareholders’
ability to bring a claim in the judicial forum that they find favorable and may increase certain litigation costs, which may discourage
the filing of claims under the Securities Act against the Company, its directors and officers. However, the enforceability of similar
forum provisions (including exclusive federal forum provisions for actions, suits or proceedings asserting a cause of action arising under
the Securities Act) in other companies’ organizational documents has been challenged in legal proceedings, and there is uncertainty
as to whether courts would enforce the exclusive forum provisions in our amended and restated articles of association. If a court were
to find the choice of forum provision contained in our amended and restated articles of association to be inapplicable or unenforceable
in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely
affect our business, financial condition, and results of operations. We note that investors cannot waive compliance with the federal securities
laws and the rules and regulations thereunder may have the effect of discouraging lawsuits against our directors and officers.
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It may be difficult to enforce a U.S. judgment
against us, our officers and directors in Israel or the United States, or to assert U.S. securities laws claims in Israel or serve process
on our officers and directors.
Not all of our directors or officers are residents of the United
States and most of their and our assets are located outside the United States. Service of process upon us or our non-U.S. resident directors
and officers and enforcement of judgments obtained in the United States against us or our non-U.S. our directors and executive officers
may be difficult to obtain within the United States. We have been informed by our legal counsel in Israel that it may be difficult to
assert claims under U.S. securities laws in original actions instituted in Israel or obtain a judgment based on the civil liability provisions
of U.S. federal securities laws. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws against us or
our non-U.S. officers and directors because Israel may not be the most appropriate forum to bring such a claim. In addition, even if an
Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found
to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain
matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing the matters described
above. Israeli courts might not enforce judgments rendered outside Israel, which may make it difficult to collect on judgments rendered
against us or our non-U.S. officers and directors.
Moreover, an Israeli court will not enforce a non-Israeli judgment
if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases),
if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in the absence
of due process, if it is at variance with another valid judgment that was given in the same matter between the same parties, or if a suit
in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought.
Risks Relating to Our Financial Position
Our operating history makes it difficult to
evaluate our business and prospects and may increase the risk associated with your investment.
Our business has evolved over time, including through several successful
acquisitions such as our acquisitions of RhythmOne plc (“RhythmOne”) in 2019, Unruly Holdings Limited and Unruly Media, Inc.
(collectively, “Unruly”) in 2020, SpearAd in 2021 and Amobee in 2022, such that our operating history makes it difficult to
evaluate our current business and future prospects. As a result of such acquisitions, our financial results across different periods may
not be directly comparable. We expect to face challenges, risks and difficulties frequently experienced by growing companies in rapidly
developing industries, including those relating to:
| • |
recruiting, integrating and retaining qualified and motivated employees, particularly engineers |
| • |
developing, maintaining and expanding relationships with publishers, agencies and advertisers; |
| • |
innovating and developing new solutions that are adopted by and meet the needs of publishers, agencies and advertisers; |
| • |
competing against companies with a larger customer base or greater financial or technical resources; |
| • |
global economic disruption and technological changes; |
| • |
further expanding our global footprint; |
| • |
managing expenses as we invest in our infrastructure and platform technology to scale our business and operate as a U.S. listed public
company; and |
| • |
responding to evolving industry standards and government regulations that impact our business, particularly in the areas of data
protection and consumer privacy. |
If we are not successful in addressing these and other issues,
our business may suffer, our revenue may decline and we may not be able to achieve further growth or sustain profitability.
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We often have long sales cycles, which can
result in significant time and investment between initial contact with a prospect and execution of an agreement with an advertiser or
publisher, making it difficult to project when, if at all, we will obtain new advertisers or publishers, and when we will generate revenue
from them.
Our sales cycle, from initial contact to contract execution and
implementation, can take significant time. As part of our sales cycle, we may incur significant expenses before we generate any revenue
from a prospective advertiser or publisher, if at all. We have no assurance that the substantial time and money spent on our sales efforts
will generate significant revenue. If conditions in the marketplace, generally or with a specific prospective advertiser or publisher,
change negatively, it is possible that we will be unable to recover any of these expenses. Our sales efforts involve educating advertisers
and publishers about the use, technical capabilities and benefits of our platform. Some advertisers and publishers undertake an evaluation
process that frequently involves not only our platform but also the offerings of our competitors. As a result, it is difficult to predict
when we will obtain new advertisers or publishers and begin generating revenue from them. Even if our sales efforts result in obtaining
a new advertiser or publisher, the advertiser or publisher controls when and to what extent it uses our platform and therefore the amount
of revenue we generate, and it may not sufficiently justify the expenses incurred to acquire the advertiser or publisher and the related
training support. As a result, we may not be able to add advertisers or publishers to our customer base, or generate revenue, as quickly
as we may expect, which could harm our growth prospects.
We are subject to payment-related risks and,
if our advertisers do not pay or dispute their invoices, our business, financial condition and operating results may be adversely affected.
Many of our contracts with advertising agencies provide that if
the advertiser does not pay the agency, the agency is not liable to us, and we must seek payment solely from the advertiser, a type of
arrangement called sequential liability. Contracting with these agencies, which in some cases have or may develop higher-risk credit profiles,
may subject us to greater credit risk than if we were to contract directly with advertisers. This credit risk may vary depending on the
nature of an advertising agency’s aggregated advertiser base. We may also be involved in disputes with agencies and their marketers
over the operation of our platform, the terms of our agreements or our billings for purchases made by them through our platform. When
we are unable to collect or make adjustments to our bills to advertisers, we incur write-offs for bad debt, which could have a material
adverse effect on our results of operations for the periods in which the write-offs occur. In the future, bad debt may exceed reserves
for such contingencies and our bad debt exposure may increase over time. Any increase in write-offs for bad debt could have a materially
negative effect on our business, operating results and financial condition.
Furthermore, we are generally contractually required to pay suppliers
of advertising inventory and data within a negotiated period of time, regardless of whether our advertisers or publishers pay us on time,
or at all. While we attempt to negotiate long payment periods with our suppliers and shorter periods with our advertisers and publishers,
we are not always successful. As a result, our accounts payable are often due on shorter cycles than our accounts receivables, requiring
us to remit payments from our own funds, and accept the risk of bad debt.
This payment process will increasingly consume working capital
if we continue to be successful in growing our business. In addition, like many companies in our industry, we often experience slow payment
by advertising agencies. In this regard, we had average days sales outstanding (“DSO”) of 80 days and average days payable
outstanding (“DPO”) of 77 days for the year ended December 31, 2025. We compute our average DSO as of a given month end based
on a weighted average of outstanding accounts receivable. Specifically, the DSO is calculated by dividing the average accounts receivable
during a given period by the total value of billing revenue during the same period, and then multiplying the result by the number of days
in the period being measured. We compute our DPO as of a given month end by dividing our trade payables (including accrued liabilities)
by the average daily cost of media, data, other direct costs and certain operating expenses. Historically, our DSOs have fluctuated. If
our DSOs increase significantly, and we are unable to borrow against these receivables on commercially acceptable terms, our working capital
availability could be reduced, and as a consequence our results of operations and financial condition would be adversely impacted. We
cannot assure you that as we continue to grow, our business will generate sufficient cash flow from operations to fund our working capital
needs. If our cash flows are insufficient to fund our working capital requirements, we may not be able to grow at the rate we currently
expect or at all.
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Any future acquisitions or strategic investments
could be difficult to integrate, divert the attention of management, and could disrupt our business, dilute shareholder value and adversely
affect our business, results of operations and financial condition.
As part of our growth strategy, we have pursued strategic acquisitions,
such as our acquisitions of RhythmOne in 2019, Unruly in 2020, SpearAd in 2021 and Amobee in 2022, and our investments in Hisense’s
V (formerly known as “VIDAA”) platform in 2022 and 2025, and we may acquire or invest in other businesses, assets or technologies
that are complementary to our business and align with our strategic goals. Any acquisition or investment may divert the attention of management
and require us to use significant amounts of cash, issue dilutive equity securities or incur debt. In addition, the anticipated benefits
of any acquisition or investment may not be realized, and we may be exposed to unknown risks, any of which could adversely affect our
business, results of operations and financial condition, including risks arising from:
| • |
difficulties in integrating the operations, technologies, product or service offerings, administrative systems and personnel of acquired
businesses, especially if those businesses operate outside of our core competency or geographies in which we currently operate;
|
| • |
ineffectiveness or incompatibility of acquired technologies or solutions; |
| • |
potential loss of key employees of the acquired business; |
| • |
inability to maintain key business relationships and reputation of the acquired business; |
| • |
diversion of management attention from other business concerns; |
| • |
litigation arising from the acquisition or the activities of the acquired business, including claims from excluded assets, terminated
employees, customers, former shareholders or other third parties; |
| • |
assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual
property rights, or increase our risk of liability; |
| • |
complications in the integration of acquired businesses or diminished prospects; |
| • |
failure to generate the expected financial results and synergies related to an acquisition on a timely manner or at all; |
| • |
failure to realize returns on investments (such as our investment in V) |
| • |
failure to accurately forecast the impact of an acquisition transaction; and |
| • |
implementation or remediation of effective controls, procedures and policies for acquired businesses. |
To fund future acquisitions, we may obtain additional debt financing,
pay cash or issue additional Shares, which could dilute our shareholders’ value or diminish our cash reserves. Borrowing to fund
the Amobee acquisition resulted in increased fixed obligations and subjected us to covenants or other restrictions that can potentially
limit the ability to run our business.
Our use of borrowings under our revolving credit
facility could adversely affect our financial condition, liquidity, and ability to meet our obligations.
In September 2022, Nexxen Group US Holdings Inc. entered into a
$90 million senior secured term loan facility (the “Term Loan Facility”) and a $90 million senior secured revolving credit
facility (the “Revolving Credit Facility”). We used the net proceeds of the Term Loan Facility and $10 million of net proceeds
of the Revolving Credit Facility to fund a portion of the purchase price of the Amobee acquisition in 2022. The loan period was 3 years
from the date it was obtained. On April 9, 2024, the Company repaid its outstanding Term Loan Facility in full, together with its
then outstanding Revolving Credit Facility borrowings, in the total amount of $100 million. No early termination penalties were incurred.
On May 29, 2025, the Company entered into a second amendment to the credit agreement (the “Second Amendment”), pursuant to
which, among other things, the total committed Revolving Credit Facility was reduced from $90 million to $50 million and the maturity
date of the Revolving Credit Facility was extended to September 2027. As of December 31, 2025, no amounts were outstanding under the Revolving
Credit Facility.
We must pay a commitment fee on the undrawn amounts and we may
draw upon from time to time to finance our operations, capital expenditures, or other corporate purposes. Our use of this Revolving Credit
Facility presents several risks that could adversely impact our financial condition, liquidity, and ability to meet our obligations. First,
increased borrowings under our Revolving Credit Facility could result in higher leverage, increasing our debt service obligations and
reducing financial flexibility. As we draw down funds, our interest expense will rise, potentially reducing our profitability and ability
to invest in growth initiatives. If interest rates increase, our cost of borrowing could rise significantly, particularly if our facility
has variable interest rate provisions. Second, utilizing our Revolving Credit Facility may impact our liquidity and financial stability.
If we fully utilize available credit and are unable to generate sufficient cash flow from operations, we may face liquidity constraints
that could impair our ability to meet short-term obligations, repay debt, or fund necessary expenditures. Additionally, if we require
further financing beyond our Revolving Credit Facility, there is no guarantee that additional funding will be available on favorable terms
or at all. Third, our ability to borrow under the Revolving Credit Facility is subject to covenant compliance and lender discretion. Our
credit agreement may impose financial covenants, including leverage ratios, interest coverage ratios, or other restrictions on our operations.
If we fail to meet these covenants, we may be required to seek amendments or waivers from our lenders, which may not be granted. In the
event of non-compliance, our lenders could accelerate repayment obligations, restrict further borrowing, or impose additional conditions,
any of which could materially impact our financial position. Lastly, adverse market or economic conditions, changes in lender risk assessments,
or broader disruptions in the credit markets could reduce our access to the Revolving Credit Facility. If our lenders become unwilling
or unable to provide funding, we may not be able to draw down necessary funds when needed, which could negatively affect our operations
and strategic initiatives.
If any of these risks materialize, our financial condition, cash
flows, and ability to meet our obligations could be materially and adversely affected.
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Risks Relating to Legal or Regulatory Constraints
We are subject to evolving laws, regulations,
and publisher restrictions on political advertising, which could increase costs or reduce revenue.
We are subject to laws and regulations governing political advertising,
including federal and state laws in the United States and national and provincial laws worldwide. These laws and regulations are evolving
rapidly, and many platforms, including our publishers, may impose restrictions on receiving political advertising.
The lack of uniformity and increasing compliance requirements for
political advertising, such as disclosure obligations, transparency standards, targeting restrictions, and reporting requirements, may
increase our operating and compliance costs and expose us to potential regulatory liability. Changes in law or regulations, or publisher-imposed
restrictions could also reduce the amount of political advertising placed through our platform, which could materially and adversely affect
our business, results of operation, and financial condition.
Evolving privacy, data protection, and consumer
protection laws and technical restrictions could increase costs, limit data, and harm our business.
We collect, store, process, and share data about consumers to operate
our platform and deliver advertising services. Our data activities are subject to federal, state and foreign laws, regulations,
industry standards, and contractual obligations. These rules are constantly evolving, and their interpretation, enforcement, and application
remain uncertain.
U.S. Data Privacy and Consumer Protection Laws
In the United States, we are subject to laws and regulations such
as the Federal Trade Commission Act, which prohibits “unfair” or “deceptive” practices, as well as federal and
state privacy and consumer protection laws. California has enacted the California Consumer Privacy Act (“CCPA”) as amended
by the California Privacy Rights Act (“CPRA”), which provide consumers with expanded rights to access, delete, and opt out
of the sale or share of personal information and impose additional requirements on cross-context behavioral advertising. Similar privacy
laws have been enacted in twenty states, including Colorado, Connecticut, Virginia, and Texas.
Failure to comply with U.S. laws and regulations, or changes in their interpretation,
could increase compliance costs, limit access to data critical for advertising, reduce revenue, or expose us to regulatory enforcement,
litigation, fines, or other penalties.
California Invasion of Privacy Act
In addition to consent and opt-out obligations under privacy and
data protection laws, we face potential liability under the California Invasion of Privacy Act (“CIPA”). Plaintiffs have asserted
that the use of third-party analytics, tracking technologies, cookies, and similar tools constitute “eavesdropping” or “wiretapping”
under CIPA, even where such technologies are deployed to analyze consumer behavior or support advertising and marketing services. Because
our platform processes data across publishers, advertisers, and consumer interactions using online tracking technologies to deliver targeted
advertising, we may face CIPA claims. If CIPA claims are successfully asserted against us, we could incur material litigation costs, settlements
or judgments, injunctive relief, reputational harm, and adverse impacts on our business operations.
EU, UK, and Other International Laws
In the European Economic Area (“EEA”) and the United
Kingdom, we are subject to the General Data Protection Regulation (“GDPR”), UK GDPR, the ePrivacy Directive (as implemented
in national laws, including the UK Privacy and Electronic Communications Regulations) and other local privacy and data protection laws.
These laws impose strict requirements on the collection, processing, sharing, storage, and transfer of personal data, including
obligations for transparency, data subject rights (e.g., access, deletion, and portability), breach notification, retention limits, and
accountability.
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In addition, the ePrivacy regime specifically regulates among other
things the use of cookies and similar tracking technologies. In particular, it requires consent (subject to exceptions) for storing or
accessing information on a user’s device, such as through cookies, SDKs, pixels, and other tracking technologies, and imposes additional
transparency and compliance obligations in relation to online tracking and behavioral advertising.
Violations of GDPR or UK GDPR can result in substantial fines,
civil claims, regulatory investigations, enforcement orders, or reputational harm. Other jurisdictions, including Israel, Australia, Canada,
and countries in Asia, are also strengthening privacy and data protection laws, which may impose additional compliance obligations, limit
cross-border data transfers, or require data localization.
Technical and Industry Challenges
Technical changes by browsers, operating systems, mobile platforms,
and CTV providers, such as restrictions on cookies, mobile device IDs, and tracking technologies, may reduce the data available to us
and our advertisers. Changes in these technologies or standards could increase our costs to collect, process, or use data, or require
development of less effective alternatives such as first-party or probabilistic data methods.
Self-regulatory bodies, such as the Digital Advertising Alliance,
IAB, and others, impose additional requirements on data collection, usage, and disclosure. Violations of their standards could result
in fines, enforcement referrals to regulatory authorities, or reputational harm.
Third-Party Dependencies
We rely on third parties, including service providers, publishers,
and advertisers, to process and share data. Any failure by these parties to comply with legal or contractual obligations could expose
us to liability or restrict our ability to use critical data.
Potential Impacts
Because our business depends on access to data for targeting, personalization,
analytics, and advertising effectiveness, any change in applicable laws, regulations, regulatory guidance, interpretations, enforcement
practices, industry standards, or technology could:
| • |
increase compliance and operational costs; |
| • |
limit the data we can collect, use, or share, including through restrictions on tracking technologies or cross-border data transfers;
|
| • |
restrict the effectiveness of our platform; or |
| • |
result in fines, enforcement actions, litigation, or reputational harm. |
In the EEA, the GDPR is subject to ongoing evaluation, regulatory
guidance, and potential legislative amendment, which may affect its interpretation and application. In the United Kingdom, legislation
has been enacted amending aspects of the UK GDPR and related data protection laws, creating the potential for increasing divergence between
the UK and EU regimes over time. While such reforms are not generally expected to impose materially more onerous obligations overall,
they may alter compliance requirements, regulatory expectations, or enforcement approaches.
Evolving interpretations of concepts such as personal data, consent,
legitimate interests, profiling, automated decision-making, and anonymization may further affect how we design and operate our products
and services. Divergence between jurisdictions may also increase operational complexity and reduce the ability to implement uniform global
compliance strategies.
As privacy and data protection laws continue to evolve worldwide,
the full impact on our business remains uncertain. We may be required to expend significant resources to monitor regulatory developments,
adapt our data practices, and implement organizational and technical changes within compressed timeframes. Failure to comply with applicable
requirements or to adapt to these changes could materially and adversely affect our business, results of operations, and financial condition.
23
We rely on publishers, buyers, and data providers
to obtain consumer consent, and failure to do so could result in fines, liability, or reputational harm.
We rely on publishers, buyers, and data providers, to obtain legally
valid consent on our behalf to process personal data and deliver interest-based advertisements or provide required notices and opt-out
mechanisms.
Because we generally do not have direct relationships with consumers,
we rely on publishers, buyers, and data providers to obtain legally valid consent on our behalf to process personal data and deliver interest-based
advertisements where consent is required (such as under the GDPR and UK GDPR). In jurisdictions that follow an opt-out framework, including
under the CCPA and other U.S. state privacy laws, we rely on these partners to provide appropriate privacy notices, offer consumers legally
required opt-out rights (including rights to opt out of the sale or sharing of personal information or targeted advertising), and to honor
and communicate those opt-out signals to us in a timely manner. These partners are also responsible for implementing any notice, choice,
or opt-in/opt-out mechanisms required under applicable privacy and data protection laws, including GDPR, UK GDPR, CCPA, and other U.S.
state and international privacy laws, as well as evolving industry standards and browser or platform consent frameworks. If our partners
fail to obtain valid consent, where required, or if legal requirements evolve in ways that make existing consents insufficient, we could
be subject to fines, penalties, lawsuits, or other regulatory enforcement actions. Such failures could also damage our reputation, reduce
the availability of data for our platform, and adversely affect our business, results of operations, and financial condition. In addition,
our contractual agreements or insurance coverage may be inadequate to fully protect us against these claims and losses.
We generally do not have a direct relationship
with consumers who view advertisements placed through our platform, so we may not be able to disclaim liabilities from such consumers
through terms of use on our platform.
Advertisements on websites, applications and other digital media
properties of publishers purchased through our platform are viewed by consumers visiting the publishers’ digital media properties.
Those publishers often have terms of use in place with their consumers that disclaim or limit their potential liabilities to consumers,
or pursuant to which consumers waive rights to bring class actions against the publishers. We generally do not have terms of use in place
with such consumers, so we cannot disclaim or limit potential liabilities to them through terms of use, which may expose us to greater
liabilities than certain of our competitors.
We face potential liability and harm to our
business based on the nature of our business and the content on our platform and we are, and may be in the future, involved in commercial
disputes with counterparties with whom we do business.
Advertising often results in litigation relating to misleading
or deceptive claims, copyright or trademark infringement, public performance royalties or other claims based on the nature and content
of advertising that is distributed through our platform. Though we aim to contractually require advertisers to represent to us that their
advertisements comply with our ad standards and our publishers’ ad standards and that they have the rights necessary to serve advertisements
through our platform, we do not independently verify whether we are permitted to deliver, or review the content of, such advertisements.
Likewise, while we aim to contractually require publishers to represent to us that their content comply with our publisher standards and
does not infringe on any third-party rights, we do not independently verify whether we are permitted to deliver, or review the content
of such inventory. If any of these representations are untrue, we may be exposed to potential liability and our reputation may be damaged.
While our advertisers and publishers are typically obligated to indemnify us, such indemnification may not fully cover us, or we may not
be able to collect. In addition to settlement costs, we may be responsible for our own litigation costs, which can be expensive.
Operating in the advertising industry involves numerous commercial
relationships, uncertain intellectual property rights, and other complexities that create heightened risks of disputes, claims, lawsuits,
and investigations. For example, in 2021, we filed a lawsuit against Alphonso, Inc. (“Alphonso”)
asserting breach of contract and related claims, which we settled and dismissed in 2024 following repayment by Alphonso of $11.3 million,
including principal, interest, and legal fees. A trade secret misappropriation claim against us filed by Alphonso in 2022 was voluntarily
dismissed with prejudice in 2023.
See Item 8.A. “Consolidated
Statements and Other Financial Information Legal Proceedings” for further information. Any commercial dispute, claim, counterclaim,
lawsuit or investigation, including our commercial dispute with Alphonso, has and may divert our management’s attention away from
our business, we have and may continue to incur significant expenses in addressing or defending any commercial dispute, claim, counterclaim
or lawsuit or responding to any investigation, and we may be required to pay damage awards or settlements.
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We are subject to anti-bribery, anti-corruption
and similar laws and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and
reputation.
We may be subject to certain economic and trade sanctions laws
and regulations, export control and import laws and regulations, including those that are administered by the U.S. Department of Treasury’s
Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council and
other relevant governmental authorities.
We are also subject to the FCPA, the U.K. Bribery Act, Chapter
9 (sub-chapter 5) of the Israeli Penal Law, 5737-1977, the Israeli Prohibition on Money Laundering Law, 5760-2000 and other anti-bribery
laws in countries in which we conduct our activities. These laws generally prohibit companies, their employees and third-party intermediaries
from authorizing, promising, offering, providing, soliciting or accepting, directly or indirectly, improper payments or benefits to or
from any person whether in the public or private sector. In addition, the FCPA’s accounting provisions require us to maintain accurate
books and records and a system of internal accounting controls. We have policies, procedures, systems and controls designed to promote
compliance with applicable anti-corruption laws.
As we increase our global sales and business, we may engage with business partners and
third-party intermediaries to market our solutions and obtain necessary permits, licenses and other regulatory approvals. In addition,
we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned
or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees,
representatives, contractors, partners and agents, even if we do not authorize such activities.
Our advertisers or publishers may have consumers in countries that
are subject to U.S. economic sanctions laws and regulations administered by the Office of Foreign Assets Control (“OFAC”),
the Israeli Trade with the Enemy Ordinance, 1939 and sanction laws of the EU and other applicable jurisdictions, which prohibit the sale
of products to embargoed jurisdictions or sanctioned parties (“Sanctioned Countries”). We have taken steps to avoid serving
advertisements to consumers located in Sanctioned Countries and are implementing various control mechanisms designed to prevent unauthorized
dealings with Sanctioned Countries going forward. Although we have taken precautions to prevent our solutions from being provided, deployed
or used in violation of sanctions laws, due to the remote nature of our solutions and the potential for manipulation using VPNs, we cannot
assure you that our policies and procedures relating to sanctions compliance will prevent any violations in the future. If we are found
to be in violation of any applicable sanctions regulations, it can result in significant fines or penalties and possible incarceration
for responsible employees and managers, as well as reputational harm and loss of business.
Despite our compliance efforts and activities, there can be no
assurance that our employees or representatives will comply with the relevant laws and we may be held responsible. Noncompliance with
anti-corruption, anti-money laundering, export control, economic and trade sanctions and other trade laws could subject us to whistleblower
complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines,
damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with certain persons, the loss
of export privileges, reputational harm, adverse media coverage and other collateral consequences. If any subpoenas or investigations
are initiated, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our
business, financial condition and results of operations could be materially harmed. Responding to any action could result in a materially
significant diversion of management’s attention and resources and significant defense and compliance costs and other professional
fees. In addition, regulatory authorities may seek to hold us liable for successor liability for violations committed by companies in
which we invest or that we acquire. As a general matter, enforcement actions and sanctions could harm our business, financial condition
and results of operations.
Risks Relating to Our Shares
The termination of the ADS facility, and delisting from AIM in February
2025, may reduce the liquidity of our shares and increase risks associated with a single Nasdaq listing.
In February, 2025, we voluntarily terminated our American Depositary
Share (“ADS") facility on Nasdaq, delisted our Shares underlying depositary interests from trading on the AIM market of the London
Stock Exchange, and our Shares began trading solely on the Nasdaq Global Market under the stock ticker “NEXN”. We made this
decision to simplify our capital structure, streamline our regulatory compliance, reduce costs, and improve trading efficiency. However,
we may not realize the anticipated benefits of the termination of the ADS facility and delisting from AIM. These actions may adversely
affect the liquidity of our shares, limit our investor base, and increase share price volatility (See Note 1b to our audited consolidated
financial statements).
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Prior to the termination and delisting, our securities traded on
both AIM and Nasdaq, providing investors with multiple trading venues. The elimination of AIM trading may result in reduced trading volume
on Nasdaq, either temporarily or on a sustained basis, particularly if former AIM investors are unable or unwilling to trade on a U.S.
exchange. In addition, certain institutional or retail investors that previously held or acquired our shares on AIM may be restricted
from holding or purchasing shares listed solely on Nasdaq due to internal investment policies, regulatory requirements, or other constraints.
Any reduction in liquidity, trading volume, or investor participation, or any increase in volatility of our share price, could adversely
affect the market price of our shares and our ability to raise capital in the future.
The market price and trading volume of our
Shares may be volatile, and you may lose all or part of your investment.
The market price and trading volume of our Shares have fluctuated
in the past and may continue to fluctuate significantly. Technology and advertising technology companies in particular have historically
experienced substantial volatility in share price and trading volume. As a result of this volatility, you may not be able to sell your
Shares at or above the price you paid and may lose all or part of your investment.
The market price and trading volume of our Shares may be affected
by a number of factors, many of which are beyond our control, including:
| • |
actual or anticipated fluctuations in our results of operations or revenue growth; |
| • |
variations between our financial performance and the expectations of security analysts and investors; |
| • |
announcements by us or our competitors regarding significant business developments, acquisitions, strategic relationships, changes
in service providers, or expansion plans; |
| • |
the impact of global pandemics or other public health events on our operations, employees, partners, advertisers, publishers, or
financial performance; |
| • |
changes in, or proposed changes to, laws or regulations to our business, or differing interpretations or enforcement of existing
laws or regulations; |
| • |
changes to our pricing models or commercial terms; |
| • |
our involvement in litigation, regulatory inquiries, or enforcement actions; |
| • |
future issuances, sales, or resales of our sale of Shares or other securities; |
| • |
the initiation, modification, suspension or termination of any share repurchase program; |
| • |
general conditions in the digital advertising and technology markets; |
| • |
changes in our senior management or other key personnel; |
| • |
fluctuations in the trading volume of our Shares; |
| • |
the publication of research reports or news coverage about us, our competitors or our industry, including changes in recommendations
or withdrawal of analyst coverage; |
| • |
changes in market estimates of the size, growth rate, or attractiveness of the markets in which we operate; and |
| • |
general economic, geopolitical, political, global trade, and market conditions. |
Although our shares are listed on the Nasdaq Global Market, the
trading volume of our shares has been relatively low. As a result, sales of a significant number of shares in the public market, or the
perception that such sales could occur, could adversely affect the market price of our shares and increase volatility.
Under our equity compensation programs, our executive officers
and other insiders may sell Shares from time to time, including pursuant to trading plans established in accordance with Rule 10b5-1 under
the Exchange Act, and certain of our executive officers currently maintain such plans. Sales of Shares by our executive officers may not
reflect their views regarding our business or future prospects; however, such sales or the perception of such sales, could nonetheless
negatively affect the market price of our Shares.
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In addition, the broader markets have experienced, and may continue
to experience, significant price and volume volatility unrelated to the operating performance of individual companies. These market-wide
fluctuations may materially and adversely impact the market price of our Shares, regardless of our actual operating results.
Historically, periods of volatility in the market price of a company’s
securities have often resulted in securities litigation. If we were involved in such litigation, it could result in substantial costs,
divert management’s attention and resources, and harm our business, financial condition and results of operations.
If we do not meet the expectations of our covering
security analysts, or if analyst coverage on our company is reduced or unfavorable, the market price and trading volume of our Shares
could decline.
The trading price and trading volume of our Shares depend in part
on the research coverage and reports published by securities and equity research analysts who follow our company and our industry. The
estimates and opinions of these analysts are based on their own assumptions, analyses, and expectations, which may differ from our own
estimates or from actual results.
If our operating results fail to meet the expectations of analysts
or investors, the market price of our shares could decline. In addition, if one or more analysts downgrade our shares, issue unfavorable
commentary, change their recommendations, or cease to provide research coverage on our company or on our industry altogether, the market
price and trading volume of our shares could decline significantly. If our operating results, growth prospects or other developments fail
to meet the expectations of analysts or investors, the market price of our Shares could decline. Given our relatively limited trading
volume, any reduction in analyst coverage or negative analyst commentary could have a disproportionate effect on the liquidity, volatility
and market price of our shares.
We qualify as an emerging growth company and
may rely on reduced disclosure requirements, which could make our Shares less attractive to investors.
We qualify as an “emerging growth company”, as defined
in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As
long as we remain an emerging growth company, we are permitted to rely on certain exemptions from reporting and disclosure requirements
that apply to other public companies that are not emerging growth companies. These exemptions include, among other things, presenting
reduced selected financial data in our public filings and not being required to obtain an auditor attestation of our internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. As a result, investors and shareholders may not have access to
certain information that they may consider important when evaluating an investment in our Shares.
We remain an emerging growth company for up to five years following
our initial public offering, although we would lose that status earlier if one of the following events occurs: (i) our annual gross revenue
equals or exceeds $1.235 billion, (ii) we issue more than $1.0 billion in non-convertible debt securities during any three-year period,
or (iii) we become a “large accelerated filer” under U.S. securities laws. Based on current expectations, we expect to cease
to qualify as an emerging growth company as of December 31, 2026, which is the last day of the fiscal year following the fifth anniversary
of our initial public offering on June 17, 2026. We cannot predict whether investors will find our Shares less attractive because we may
rely on these reduced disclosure and reporting requirements. If some investors view our Shares as less attractive for this reason, the
market price and trading volume of our Shares may be adversely affected and the market price of our Shares may be more volatile. In
addition, when we cease to be an emerging growth company, we will become subject to increased disclosure, reporting and compliance requirements,
which are expected to result in higher legal, accounting, and administrative costs.
As a foreign private issuer, we are subject
to different reporting and disclosure requirements than U.S. domestic public companies, which may provide less information to investors.
We are a non-U.S. company and report under the Exchange Act as
a foreign private issuer. As a result, we are subject to certain reporting and disclosure requirements that differ from those applicable
to U.S. domestic public companies. Because we qualify as a foreign private issuer, we are exempt from several provisions of the Exchange
Act that apply to U.S. domestic issuers, including:
| • |
the rules governing the solicitation of proxies, consents or authorizations with respect to securities registered under the Exchange
Act, |
27
| • |
the short-swing profit liability provisions of Section 16(b) of the Exchange Act, and |
| • |
the requirement to file quarterly reports on Form 10-Q containing unaudited financial and other specified information, although we
are subject to Israeli laws and regulations with respect to certain of these matters and intend to furnish comparable quarterly information
on Form 6-K, the information we provide may be less detailed or less frequent than the information provided by U.S. domestic public companies.
|
In addition, foreign private issuers are permitted to file their annual report on Form
20-F within four months after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file
their annual report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated
filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers
are also exempt from Regulation FD, which is intended to prevent issuers from making selective disclosures of material information. As
a result of these exemptions and differences in reporting requirement, you may not have the same protections or access to information
that shareholders of U.S. domestic public companies receive, which could make our shares less attractive to investors.
We may lose our “foreign private issuer”
status in the future, which could result in significant additional costs and expenses.
As discussed above, we are a foreign private issuer, and therefore, we are not required
to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private
issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly,
the next determination will be made with respect to us on June 30, 2026. In the future, we would lose our foreign private issuer status
if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or
executive officers are U.S. citizens or residents, more than fifty percent (50%) of our assets are located in the United States, or our
business is administered principally in the United States. The termination of our ADS facility and delisting from the AIM may increase
the interest in our shares in the U.S. thereby impacting our foreign private issuer status in the future. If we lose our foreign
private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms,
which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with
U.S. federal proxy requirements. In addition, if we cease to qualify as a foreign private issuer, we would lose our ability to rely on
exemptions from certain Nasdaq corporate governance requirements that are available to foreign private issuers. As a result, we would
be required to modify our corporate governance practices to comply fully with the Nasdaq requirements applicable to U.S. domestic issuers.
Compliance with these additional reporting, disclosure and corporate governance requirements would result in increased legal, accounting,
compliance and administrative costs and could divert management’s time and attention from operating our business, which could adversely
affect our business, results of operations and financial condition.
As a foreign private issuer, we are also permitted to follow certain
home country corporate governance practices, instead of Nasdaq corporate governance requirements, provided that we disclose the differences
and the home country practices we follow. We may elect to follow additional home country practices in the future. As a result, our shareholders
may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.
The market price of our Shares could be negatively
affected by future issuances and sales of our Shares.
As of February 28, 2026, 55,720,779 Shares were outstanding. Sales by us or
our shareholders of a substantial number of Shares in the public market, or the perception that these sales might occur, could cause the
market price of our Shares to decline or could impair our ability to raise capital through a future sale of, or pay for acquisitions using,
our equity securities.
We cannot guarantee that we will repurchase
any of our Shares pursuant to our announced repurchase plan or that our repurchase plan will enhance long-term shareholder value.
We have effected several share repurchase programs over the years and since March
1, 2022, we and our subsidiaries repurchased 29,794,967 Shares, or approximately 38.45% of shares outstanding, at a cumulative cost basis
of $8.65 per share, reflecting a total investment of approximately $258.2 million, including fees. As of December 31, 2025, we had
$7,514,986 million remaining on the current outstanding share repurchase program authorization.
Repurchases of our Shares pursuant to our repurchase plan could
affect the market price of our Shares, increase volatility, or constrain liquidity. Additionally, our repurchase plan could diminish our
cash reserves, which may impact our ability to finance future growth and to pursue possible future strategic opportunities and acquisitions.
There is no assurance that our repurchase plan will enhance long-term shareholder value, and short-term share price fluctuations could
reduce the repurchase plan’s effectiveness.
28
We currently enjoy local tax benefits that
may be discontinued or reduced, if underlying conditions are not met.
We derive and expect to continue to derive Israeli tax benefits
relating to our “Preferred Technology Enterprise” programs. To be eligible for tax benefits as a Preferred Technology Enterprise,
we must continue to meet certain conditions. While we believe that we have met and continue to meet the conditions that entitled us to
previously obtained Israeli tax benefits, there can be no assurance that we will in the future or that the Israeli Tax Authorities will
agree.
If we fail to meet the criteria for future Israeli Preferred Technology
Enterprises, our business, financial condition and results of operations could be adversely affected.
Additional tax liabilities resulting from our
global operations could materially adversely affect our results of operations and financial condition.
As a global corporation, we are subject to income, non-income and
transactional tax regimes in the United States, Israel and various other jurisdictions, which are unsettled and may be subject to significant
change. Our effective tax rate could be materially affected by changes in tax rulings, tax laws, regulations, administrative practices,
principles, applicability of special tax regimes, or changes in interpretations of existing tax laws, including changes to the global
tax framework, in the jurisdictions in which we do business. Such changes could come about as a result of economic, political, and other
conditions. Additionally, our effective tax rate could be affected by changes in the mix of earnings in countries with differing statutory
tax rates, changes in the valuations of our deferred tax assets and liabilities, tax implications of acquisitions, expansion into new
territories, intercompany transactions, changes in foreign currency exchange rates, changes in our share price and uncertain tax positions.
Although we believe that our provision for income taxes and our tax estimates are reasonable, tax authorities may disagree with certain
positions we have taken. From time to time, we are subject to income and other tax audits in various jurisdictions, the timing of which
is unpredictable. While we believe we comply with applicable tax laws and have adequate balance sheet reserves related to tax positions,
there can be no assurance that a governing tax authority will not have a different interpretation of the law and assess us with additional
taxes, which we may dispute and litigate. If we are assessed additional taxes exceeding our tax accruals or if additional taxes are imposed
on us, such additional taxes could have a material adverse effect on our results of operations and financial condition.
The Organization for Economic Co-operation and Development has
proposed changes to numerous long-standing tax principles, namely, its Pillar Two framework, which imposes a global minimum corporate
tax rate of 15% (measured on a country-by-country basis) on multinational groups with consolidated revenue over €750 million. Israel,
as well as other jurisdictions we operate in have agreed to enact legislation to implement the global minimum tax rate. We currently are
not at the threshold for being subject to the Pillar Two, but should we meet the threshold, it might increase tax complexity and uncertainty
and may adversely affect our provision for income taxes, the effect which is difficult to assess at present time.
We incur increased costs as a result of operating
as a public company listed in the U.S., and our management is required to devote substantial time to new compliance initiatives and corporate
governance practices.
As a public company listed in the U.S., and particularly after
we are no longer an emerging growth company, we will incur significant legal, accounting and other expenses. The Sarbanes-Oxley Act, the
Dodd-Frank Wall Street Reform and the Consumer Protection Act, the listing requirements of Nasdaq and their applicable securities rules
and regulations impose various requirements on non-U.S. reporting companies, including establishment and maintenance of effective disclosure
and financial controls and corporate governance practices. Our management and other personnel need to devote a substantial amount of time
to these compliance initiatives. Moreover, these rules and regulations increase our legal and financial compliance costs and make some
activities more time-consuming and costly. For example, these rules and regulations make it more difficult and more expensive for us to
obtain director and officer liability insurance and make it more difficult for us to attract and retain qualified members of our board
of directors.
In addition, the applicable rules and regulations are often subject
to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve
over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance
matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.
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Because we may not pay any cash dividends on
our Shares in the future, capital appreciation, if any, may be holders of Shares sole source of gains and they may never receive a return
on their investment.
Our board of directors has sole discretion whether to pay dividends. If our board of
directors decides to pay dividends, the form, frequency, and amount will depend upon our future operations and earnings, capital requirements
and surplus, general financial condition, contractual restrictions and other factors that our directors may deem relevant. In addition,
the Companies Law, imposes restrictions on our ability to declare and pay dividends. See Item 5.B. “Operating
and Financial Review and Prospects—Liquidity and Capital Resources” for additional information. As a result,
capital appreciation, if any, on our Shares may be your sole source of gains, and you will suffer a loss on your investment if you are
unable to sell your Shares at or above the price at which you purchased the Shares. See Item 8.A. “Consolidated
Statements and Other Financial Information—Policy on Dividend Distributions.”
Exposure to foreign currency exchange rate
fluctuations could negatively impact our results of operations.
While the majority of the transactions through our platform are
denominated in U.S. dollars, we have transacted in foreign currencies, both for inventory and for payments by advertisers or publishers
from use of our platform. We also have expenses denominated in currencies other than the U.S. dollar. Given our anticipated international
growth, we expect the number of transactions in a variety of foreign currencies to continue to grow in the future. Although we currently
have a program to hedge exposure to foreign currency fluctuations, the use of hedging instruments may not be available for all currencies
or may not always offset losses resulting from foreign currency exchange rate fluctuations. Moreover, the use of hedging instruments can
itself result in losses if we are unable to structure effective hedges with such instruments.
A small number of significant shareholders
have substantial influence over matters requiring shareholder approval, which could limit your ability to influence corporate matters
and delay or prevent a change of control.
A small number of shareholders beneficially own a significant percentage
of our outstanding shares and are therefore able to exercise substantial influence over matters requiring shareholder approval.
As of February 28, 2026, the four largest beneficial owners of our Shares, entities
and individuals affiliated with Mithaq Capital SPC, JB Capital Partners L.P., News Corporation and Toscafund Asset Management LLP, each
beneficially owned more than 5% of our outstanding Shares and in the aggregate, approximately 52.3% of our Shares. As a result, these
shareholders, acting individually or together, may be able to exert significant influence over our business, operations, and strategic
direction and to influence the outcome of matters submitted to shareholders for approval. These matters include, among others:
| • |
the election and composition of our board of directors, which has authority to direct our business and appoint and remove executive
officers; |
| • |
The approval or rejection of mergers, consolidations, or other business combinations; |
| • |
decisions regarding future capital raising transactions; and |
| • |
amendments to our articles of association, which govern the rights attached to our Shares. |
This concentration of ownership of our Shares may discourage, delay or prevent a change
in control of our company, including through a proxy contest, merger, tender offer, open-market purchase of our Shares, that might otherwise
provide shareholders with the opportunity to receive a premium over the then-prevailing market price of our Shares. In addition, this
concentration of ownership could adversely affect the market price of our shares, limit the ability of other shareholders to influence
corporate matters, or constrain trading liquidity necessary to effectively enter or exit share positions in a timely manner.
ITEM 4. INFORMATION
ON THE COMPANY
4.A. HISTORY AND DEVELOPMENT OF THE COMPANY
General Corporate Information
We were incorporated as Marimedia Ltd. in 2007 in Israel under
the Companies Law. We changed our name to Taptica International Ltd. in September 2015, then to Tremor International Ltd. in June 2019,
and to Nexxen International Ltd., in January 2024. Our principal executive offices are located at 82 Yigal Alon Street, Tel Aviv, 6789124,
Israel. Our website address is www.nexxen.com, and our telephone number is +972-3-545-3900. Information contained on, or that can be accessed
through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein. We have included our
website address in this Annual Report solely for informational purposes.
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The effective date of the registration statement (Commission File
No. 333-256452) for our initial public offering of our ADSs on the Nasdaq Global Market was June 17, 2021. The offering commenced on June
17, 2021 and was closed on July 15, 2021.
On February 14, 2025, we executed the Reverse Split and voluntarily
terminated our ADS facility in connection with the Trading Structure Changes.
Our SEC filings are available to you on the SEC’s website
at www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file electronically
with the SEC. The information on that website is not part of this Annual Report and is not incorporated by reference herein.
Nexxen Inc., which currently maintains an office at 661 El Camino
Real, San Carlos Suite 200, California, 94070, United States of America, is our agent to receive service of process or other legal summons
for purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the Borough of Manhattan in
the City of New York.
For information on our capital expenditures, see Item 5.B. “Operating
and Financial Review and Prospects—Liquidity and Capital Resources—Capital Expenditures”.
4.B. BUSINESS OVERVIEW
Our Mission
Our mission is to empower full-funnel performance for advertisers, agencies, publishers,
broadcasters, and others across the digital advertising ecosystem through robust, and in some cases exclusive, data and media.
Overview
Nexxen is a global flexible advertising technology platform with
deep expertise in data and advanced TV that provides advertisers, agencies, digital publishers, broadcasters, and others with technology
and data solutions to plan, buy, manage, sell, and measure advertising across the digital advertising supply chain. Our unified end-to-end
platform, powered by data and artificial intelligence (“AI”), supports advertising workflows spanning planning, activation,
optimization, monetization, and measurement across formats and devices, and is designed to drive full-funnel performance and efficiency
for customers on both sides of the digital advertising ecosystem. While supporting digital advertising efforts across formats and devices,
Nexxen maintains a particular focus on some of the industry’s fastest-growing segments, including Connected TV (“CTV”),
Video, and data-driven solutions, supported by a global team of seasoned technologists and industry experts.
We believe there is a significant market opportunity within the
approximately $792 billion global digital advertising market, which is expected to grow at a CAGR of approximately 10% through 2029,
according to eMarketer. Publishers rely on advertising to support their businesses and brands, and advertisers use digital channels to
reach targeted and measurable audiences to maximize effectiveness and returns. We believe the digital advertising market remains fragmented,
and that our comprehensive end-to-end platform and data capabilities, along with our expertise in Video and CTV, position Nexxen competitively
to increase market share over time.
We believe we are well positioned to benefit from several trends
in the evolving advertising ecosystem, including: the continued proliferation of digital media consumption; growing adoption of programmatic
advertising; increasing advertiser focus on premium formats such as Video and CTV; the shift of linear advertising budgets toward, and
their convergence with, digital advertising budgets; the continued migration of live sports to digital environments, including CTV; increased
advertiser reliance on data-driven tools and AI; and the increasing sophistication of the digital advertising landscape.
We address the digital advertising market through three core proprietary
offerings: a demand-side platform (“DSP”) that advertisers use to plan, activate, and manage digital advertising campaigns;
a supply-side platform (“SSP”) that digital publishers use to monetize inventory; and the Nexxen Data Platform, which integrates
directly with both our DSP and SSP to drive performance. Our Data Platform leverages large-scale data sets, advanced machine learning
techniques, and AI to generate audience insights and campaign recommendations. By contextualizing and synthesizing this data, the platform
is designed to provide advertisers with a more comprehensive and granular view of audiences across formats and devices, which can improve
campaign effectiveness and returns on advertising investments, while also supporting the optimization of digital publisher inventory monetization.
By combining these three proprietary solutions with integrations across industry-leading partners, we offer an end-to-end platform that
is designed to be flexible and scalable to meet our customers’ needs, while enabling us to operate across a broad and growing range
of digital advertising spend and verticals.
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Our customers are largely comprised of both ad buyers, including
brands and agencies, and digital publishers. Our platform serviced a diversified customer base of 627 active customers and 1,304 active
publishers as of December 31, 2025, and served advertisements in approximately 180 countries. We generate revenue through platform fees
based on either (i) a percentage of spend, (ii) flat fees or (iii) fixed CPMs (“cost per mille”) that are tailored to fit
our customers’ specific utilization of our solutions.
Over the past several years, the advertising environment has been
influenced by a combination of macroeconomic, geopolitical, and pandemic-related factors. In 2022 and 2023, advertisers faced challenges
from rising inflation, higher interest rates, and ongoing uncertainty related to the residual effects of the COVID-19 pandemic, which
in some cases led to reduced or delayed campaigns. In 2024, the industry benefitted from lower inflation, reduced interest rates, and
the U.S. election cycle, contributing to stronger advertising activity, although geopolitical hostilities and broader macroeconomic uncertainty
continued to impact advertiser budgets to an extent. In 2025, the advertising environment remained generally positive, but growth was
constrained by: cautious and uneven consumer spending; macroeconomic and industry uncertainty; evolving U.S. trade dynamics; ongoing geopolitical
hostilities; tariffs; reduced political advertising spend compared to 2024; and increased supply path optimization (“SPO”)
efforts by larger industry participants.
Our Video revenue grew to $242.0 million for the year ended December
31, 2025, from $232.4 million for the year ended December 31, 2024, while our CTV revenue fell to $109.4 million for the year ended December
31, 2025, from $113.8 million for the year ended December 31, 2024. Video revenue growth in 2025 was driven largely by strength in Desktop
Video and partially offset by reduced CTV and Mobile video revenue. Video revenue growth, however, was constrained by several factors
that impacted the business in the second half of the year, particularly Q4 2025, including reduced spending from one large DSP customer
due to its increased SPO efforts in Q4 2025, the absence of elevated political advertising spend compared to 2024, and other headwinds
including evolving U.S. trade dynamics, geopolitical hostilities, and tariffs which reduced advertising spend to an extent from certain
customers.
The Company generates revenues across multiple principal markets
and categories of activity. Information regarding revenues by category of activity and by geographic market for the years ended December
31, 2025, 2024 and 2023 is presented in Notes 12 and 21a, respectively, to the consolidated financial statements.
Our total comprehensive income for the year ended December 31,
2025 decreased to $27.9 million from $35.4 million for the year ended December 31, 2024, representing a decline of 21.3%, or $7.5 million.
Our Adjusted EBITDA for the year ended December 31, 2025 increased to $115.1 million, from $114.6 million for the year ended December
31, 2024, reflecting a year-over-year increase of 0.5%, or $0.6 million. Further, we had cash and cash equivalents of $133.3 million as
of December 31, 2025, and no principal long-term debt.
Our Industry
We operate in the digital advertising industry, which is a core
pillar of monetizing digital properties accessible by the internet. We specialize in digital video advertising, which collectively comprised
66% of our revenue for the year ended December 31, 2025, across mobile video, desktop video, and CTV.
We believe key industry trends shaping the digital advertising
market include: the continued growth of digital media consumption; the shift to programmatic advertising; increasing reliance on data-driven
decision making; evolving consumer privacy and regulatory requirements; SPO; the migration of linear TV advertisers and budgets toward
digital media; including CTV; live sports continuing to migrate to digital channels; the adoption of platforms that provide integrated
solutions across the advertising supply chain; advances in AI; and seasonal fluctuations in advertising spend.
Continued Growth of Digital Media Consumption
Audiences continue to spend an increasing amount of time online
for social, business, and purchasing activities. The COVID-19 pandemic and subsequent work-from-home and hybrid in-office dynamics contributed
to lasting shifts in digital media consumption habits and the adoption of online activities traditionally conducted offline, including
telehealth, food delivery, and e-commerce. As consumers spend more time online for everyday activities, we believe advertisers will increasingly
allocate a larger portion of their ad budgets to digital channels. According to eMarketer, in the United States, more than a third of
the day is expected to be spent on digital media consumption during 2026. This digital consumption is occurring across multiple devices,
including mobile, desktop, tablets, gaming devices, and CTVs. These trends may contribute to increases in both the supply and demand of
available ad impressions that can be monetized programmatically.
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Shift to Programmatic Advertising
Programmatic advertising is the use of software and algorithms
to match buyers and sellers of digital advertising in a real-time technology-driven marketplace. The transactions are executed in milliseconds
and do not require manual labor for execution. It is becoming increasingly prominent in the digital advertising industry, as publishers
and advertisers prefer that their bids/asks for digital ad inventory be completed in an easy, efficient, and automated manner. Additional
advantages of programmatic advertising include enhanced audience targeting, attribution, and measurement, as well as improved customized
campaign management workflow solutions. According to eMarketer, U.S. programmatic digital video ad spending is expected to increase from
approximately $118 billion in 2025 to roughly $159 billion in 2027, at a CAGR of approximately 16%.
Data Driven Decision Making and AI
As the digital media industry grows, increased consumer engagement
by audiences has generated large amounts of data and behavioral insights that can be harnessed to maximize returns on investment (“ROI”)
for advertisers through effective audience targeting and measurement, and to optimize digital inventory monetization for publishers. These
insights include industry-compliant anonymized data sets relating to consumer interests, preferences, and intent, as well as auction data
from advertising bid requests. Technology solutions must efficiently and effectively process, analyze, and manage this growing volume
of data while addressing increasing regulatory requirements and audience protection standards. AI is also becoming increasingly prevalent
within the industry to enhance usability and maximize efficiency and effectiveness for advertisers and digital publishers across the advertising
ecosystem.
Consumer Privacy and Regulatory Concerns
In recent years, there has been growing attention on how consumer
data is being collected and used for ad targeting. Both globally and locally, new laws have been introduced to protect consumer privacy
and set new standards for the digital advertising industry. Key regulations include the GDPR (General Data Protection Regulation), the
UK GDPR, the ePrivacy Directive (as implemented in national laws, including the UK Privacy and Electronic Communications Regulations),
California Consumer Privacy Act as amended by the California Privacy Rights Act, California Invasion of Privacy Act, the Colorado Privacy
Act, the Connecticut Data Privacy Act, Florida Digital Bill of Rights, Indiana Consumer Data Protection Act, Iowa Consumer Data Protection
Act, Kentucky Consumer Data Protection Act, Maryland Online Data Privacy Act, Montana Consumer Privacy Act, Nevada Privacy of Information
Collected on the Internet from Consumers Act, New Jersey Data Protection Act, Oregon Consumer Privacy Act, Rhode Island Data Transparency
and Privacy Protection Act, Texas Consumer Privacy Protection Act, Utah Consumer Privacy Act, Virginia Consumer Data Protection Act, and
Apple’s Identifier for Advertisers. Additionally, major web browsers like Safari and Firefox have eliminated third-party cookies,
and Google is moving towards a system where users must opt-in to share their data with third-party cookies. These changes require companies
in the digital advertising space to constantly adapt to meet new privacy requirements.
Seasonality
In the advertising industry, companies commonly experience seasonal
fluctuations in revenue. For example, many marketers allocate the largest portion of their budgets to the fourth quarter of the calendar
year to coincide with increased holiday purchasing. Historically, the fourth quarter of the calendar year has reflected our highest level
of advertising activity, while the first quarter has generally represented our lowest quarterly revenue due to seasonal factors. Historical
seasonality may not be predictive of future results, given the potential for changes in consumer activity and advertising patterns as
advertisers respond to emerging industry trends, dynamic macroeconomic conditions, global trade developments, political conditions, election
cycles, major non-annual advertising events, and ongoing geopolitical hostilities. Nevertheless, we expect our revenue to continue to
fluctuate based on seasonal factors that affect the advertising industry as a whole.
Our Market Opportunity
We believe that we are well positioned to capitalize on some of
the fastest-growing segments of digital advertising, such as Video, including CTV, which reflected 66% of our revenue for the year ended
December 31, 2025.
Global digital advertising spend is forecasted to be $792 billion
for 2025 and is expected to grow at an approximately 10% CAGR to over $1.1 trillion in 2029. As advertisers follow audiences to emerging
digital channels, digital advertising is expected to outpace the growth of total global media ad spend. Increased internet bandwidth in
developing countries is expected to support this growth, and the increasing proliferation of next-generation mobile, CTV, and other on-the-go
technology devices in developed countries, alongside changes in consumer content viewing habits, is driving growing video viewership.
These trends are expected to contribute to increased adoption of full-screen video formats, which have historically been widely used by
advertisers. We believe these long-term shifts in the industry present opportunities for companies operating in the digital advertising
technology space, particularly Nexxen, given its long-standing focus on Video, CTV, robust and differentiated datasets, and AI, alongside
its end-to-end platform model, which we believe may provide opportunities to capture a broader market opportunity relative to one-sided
peers and competitors.
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Digital Video and CTV Advertising
We address some of the fastest growing areas within digital advertising,
Video and CTV, which are expected to grow at an accelerated rate compared to other formats. In the U.S., where we generate most of our
revenue, the growth rates and adoption of Video and CTV are expected to be even higher. According to eMarketer, U.S. CTV ad spend is projected
to grow at a CAGR of approximately 12% from 2025 to 2029, reaching roughly $53 billion. U.S. Video ad spend is projected to grow at a
CAGR of approximately 13% from 2025 to 2029, reaching roughly $216 billion. Additionally, the number of digital video viewers worldwide
is expected to reach approximately 4.5 billion by 2029.
Linear TV budgets are increasingly shifting towards digital video
and CTV, driving greater demand for these premium ad formats. These market trends underpin our strategic focus on these activities, which
we believe may present continued growth opportunities given the proliferation of smart TVs, the growing availability of ad-supported streaming
content and providers, native Smart TV home screen advertising units becoming available programmatically, and live sports increasingly
being viewed across digital environments. As linear TV and CTV continue to converge, with many linear TV broadcasters expanding their
CTV footprints through digital assets such as FAST channels and streaming apps, we anticipate that advertisers, digital publishers, and
broadcasters will increasingly seek platforms such as ours that can support cross-planning between linear TV, CTV, and other digital environments,
which could contribute to higher levels of CTV demand on our platform over time. Finally, our robust and advanced TV data sources and
capabilities offered through Nexxen Data Platform, available to customers leveraging our CTV advertising technology solutions, in many
instances can support more effective targeting for advertisers across the TV landscape as well as improved ROI on CTV advertising spend,
which could contribute to greater long-term CTV revenue growth opportunities.
Mobile Advertising
The number of consumers with smart phones and high-speed internet
is expected to continue rising, supporting mobile advertising as a prominent channel within digital. According to eMarketer, U.S. mobile
digital ad spend is projected to grow at a CAGR of approximately 10% from 2025 to 2029, reaching approximately $336 billion. As generative
AI technologies, including large language models (“LLMs”), begin to shift user attention and engagement patterns away from
traditional desktop and mobile web experiences, we see potential for sizable growth within mobile in-app advertising, which may be less
impacted by these changes, and we are allocating additional resources and focus to support expansion within this channel.
Our Role in the Digital Advertising Ecosystem
Advertisers and Agencies
Spending begins with advertisers, who often engage advertising
agencies to help plan, execute, and manage their campaigns. To better control and optimize advertising operations, advertisers and agencies
are consolidating spend with fewer, larger technology platforms that can deliver transparency, support high-quality inventory, offer data-
and AI-driven campaign planning, activation, and measurement, and help generate better returns on advertising spend (“ROAS”)
relative to other solutions. These advertisers and agencies access our platform through both Nexxen DSP and other third-party DSPs. We
believe that our end-to-end technology platform and direct relationships with advertisers and agencies may contribute to increasing consolidation
of spend on our platform over time.
Demand Side Platforms (“DSP”)
Advertisers and agencies often engage DSPs, which serve as advertising
demand aggregators, to plan, execute, and manage their digital marketing campaigns across various ad formats. We offer self-service, managed-service,
and hybrid options through our DSP, supporting customized, flexible, and robust campaigns. We are also integrated with other leading DSPs
globally, such as The Trade Desk and Google DV360, which enables customers to transact in real-time with both our publisher clients and
other external publishers.
Supply Side Platforms (“SSP”)
SSPs such as ours are designed to monetize digital inventory for
publishers and app developers by enabling their content to meet the necessary software code and programmatic integration requirements.
Buyers and sellers come together through our marketplace to monetize, target, and purchase available digital advertising inventory. Our
platform is designed to efficiently process significant volumes of advertising bid information, providing a seamless digital experience
for our customers. Traditionally, SSPs have focused exclusively on the needs of sellers in this process and have limited their interactions
with buyers to the buyers’ agent, the DSP (though this dynamic has evolved recently). As buyers have sought greater control of their
advertising supply chain, we have extended the capabilities of our specialized platform over recent years to serve the needs of advertisers
and agencies. In addition to operating Nexxen SSP, we are integrated with other leading SSPs globally, such as Magnite and Pubmatic, which
allows customers to transact in real time with our advertiser and agency clients, as well as other external advertisers and agencies.
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Publishers and Content Providers
Digital publishers and app developers create websites, digital
content, and applications for user consumption, along with associated digital advertising space. As consumers navigate these websites
and apps, individual ad impressions are delivered across various ad formats and channels. These impressions are typically sold to advertisers
and agencies programmatically in real-time via a third-party technology infrastructure or SSP. Publishers and app developers rely on advertising
revenue as a primary growth driver for their businesses and depend on the capabilities of these third parties to achieve optimal yield
for their advertising inventory. As of December 31, 2025, we served 1,304 active publishers worldwide on our platform, consisting of 184,090
active sites and apps to which we have direct access to deliver ads for our customers.
Our Strengths
We believe the following attributes and capabilities provide us
with long-term competitive advantages.
Established Expertise in Video, Including Mobile
and CTV
We believe Video, including CTV and mobile video, is among the
fastest growing areas of digital advertising, and Video represented 66% of our total revenue for the year ended December 31, 2025, and
approximately 71% of our revenue excluding Performance (non-programmatic) activity for the year ended December 31, 2025. We were one of
the first movers in the digital video advertising and CTV markets, in several cases releasing industry-first solutions, helping us gain
early traction, strong customer adoption, and recognition as a leading advertising technology provider within these markets. Our platform
was intentionally built as an end-to-end video campaign delivery solution and, over time, we have further enhanced our platform’s
Video- and CTV-focused technology and data capabilities through both organic investment and acquisitions. We intend to continue investing
in, innovating, and releasing new Video-focused solutions. In 2025, we launched, to the best of our knowledge, the industry’s first
solution for programmatic Smart TV home screen ad activation, further strengthening our position as an innovative leader in the CTV market.
We are also expanding our mobile in-app footprint and partnerships, which we believe represents a significant growth opportunity which
may also help mitigate potential impacts from evolving consumer behaviors, including the increased adoption of generative AI-driven search
platforms and other LLMs.
End-to-End Platform with Proprietary Technology,
Data, and AI
We leverage our fully integrated, unified, end-to-end platform
to help advertisers and digital publishers maximize ROI while optimizing the connection between brands, audiences, and media partners
using our proprietary data sets, technology products, and suite of AI-powered solutions, which we’ve branded as “nexAI”.
We can assist customers across all stages of the campaign lifecycle including planning, activation, optimization, monetization, and measurement.
We believe we have a competitive advantage through our proprietary data, robust demand and supply sources, partnerships with premium vendors,
AI suite, and comprehensive solutions across the digital advertising technology supply chain. As a technology-first solution, our platform
is agnostic and capable of transacting end-to-end or integrating with third-party sources to serve our customers, which we believe differentiates
us, can support long-term growth, and can expand our addressable market across both sides of the digital advertising ecosystem.
Scale and Reach with Audiences, Advertisers,
and Publishers
Our platform currently accommodates approximately 487 billion
daily ad requests and approximately 679 million daily ad impressions on average. This significant daily volume of ad requests, data,
and impressions provides scale with publishers and access to direct, and in some cases exclusive, premium advertising inventory, enabling
our advertising customers to avoid intermediaries and reduce costs. Operating an end-to-end platform strongly positions us to minimize
the loss of scale typically associated with two independent platforms user-syncing with each other. This advantage supports efficient
and highly scalable audience-targeted buying strategies to maximize ROAS.
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Nexxen Data Platform: Integrated Data, AI,
Machine Learning, and Technology Drives ROI
Our proprietary Nexxen Data Platform is a flexible, fully integrated
solution comprised of robust, and, in some cases, exclusive datasets that can be leveraged across campaigns, formats, and stages of the
digital advertising lifecycle. The platform facilitates the entire data supply chain, including through direct data onboarding, audience
targeting and sentiment analysis tools, identity solutions, audience reach extension, and measurement, providing advertisers and digital
publishers with a comprehensive approach to leveraging data.
Nexxen Data Platform combines first-party data with third-party
partnerships to identify, reach, and expand curated audiences, benefiting both advertiser and publisher customers. It employs AI in the
form of machine learning algorithms and statistical models to aggregate and analyze vast volumes of data, contextualizing it into actionable
insights that can be applied in real-time across campaigns to fuel better performance and efficiency. This integration of data and AI
with our end-to-end technology is designed to drive performance for customers by optimizing media costs, improving targeting precision,
and protecting against invalid traffic.
Our machine learning algorithms can process millions of requests
per second to support optimization and prediction models, including invalid traffic monitoring, viewability, queries per second, bidding,
and pricing. These capabilities enable us to continuously identify, build, expand, and refine audiences, helping customers achieve their
key performance indicators (“KPIs”) and maximize ROI across campaigns.
Partnership with, and Investment in, V, and
Programmatic Smart TV Home Screen Solution
Since 2022, Nexxen has partnered with, and invested in, V, a subsidiary
of Hisense and the world’s fastest-growing major CTV operating system (“CTV OS”), powering Hisense, Toshiba, and other
CTV brands. In 2025, we announced our intent to increase our total investment in V from $25 million to $60 million while extending and
expanding our commercial partnership through at least the end of 2029 (previously through 2026). Our investment will represent an approximately
6% equity stake in V once fully deployed, of which $45 million has been invested ($25 million in 2022 and $20 million in Q3 2025), with
the remaining $15 million expected to be invested in Q3 2026. We expect to generate returns on this investment over time as V executes
its ambitious global growth plans, including by leveraging our most recently invested capital to expand its North American CTV footprint.
Through our commercial partnership, Nexxen has secured global automatic
content recognition (“ACR”) data exclusivity and ad monetization exclusivity on V’s North American video and native
display media through at least the end of 2029. Leveraging our end-to-end platform and this exclusivity, we launched what we believe to
be the industry’s first solution for programmatic Smart TV home screen ad activation in 2025 on Hisense and other V-powered Smart
TVs, providing access to premium, high-value placements on a rapidly-growing base of CTV home screens. To the best of our knowledge, we
believe no other digital advertising technology company currently offers this capability, differentiating Nexxen, accelerating our long-term
CTV revenue growth potential, and helping insulate us from SPO trends implemented by the world’s largest DSPs. We believe over time
we can expand this capability beyond V-powered CTVs to other major CTV original equipment manufacturers (“CTV OEMs”).
Exclusive access to V’s global ACR data further differentiates
Nexxen with robust CTV targeting and measurement solutions, which we believe can attract higher levels of CTV advertising spending to
our platform by supporting performance and advertiser ROI. Additionally, we can license this ACR data to third parties, creating an additional
high-margin growth trajectory we expect to capitalize on over time.
Management Team of Industry Veterans with Extensive
Expertise
Our senior management team brings deep experience in the digital
advertising technology industry, which we believe provides a competitive advantage. The team has a strong track record of acquiring and
integrating synergistic businesses, as well as driving organic growth, which we believe positions Nexxen to continue expanding its growth
and profitability.
Profitability
Historically, we have delivered strong margins relative to our
peers in the advertising technology industry. For the year ended December 31, 2025, our total comprehensive income margin was 7.6% and
our Adjusted EBITDA margin (as a percentage of revenue) was 31.6%, compared to our total comprehensive income margin of 9.7% and Adjusted
EBITDA margin (as a percentage of revenue) of 31.3% for the year ended December 31, 2024. Our total comprehensive income margin decrease
in 2025 was driven by a $7.5 million decline in total comprehensive income, partially offset by a $0.7 million decrease in revenue. Our
Adjusted EBITDA margin increase in 2025 was driven by a $0.6 million increase in Adjusted EBITDA and a $0.7 million decrease in revenue.
We believe we can expand our profitability and margins over time through revenue, total comprehensive income, and Contribution ex-TAC
growth, improving operating leverage driven by the structural cost advantages of our end-to-end model, and efficiencies enabled by nexAI.
We intend to continuously improve our cost structure and enhance our AI integrations, while our ability to sell multiple technology and
data solutions across the advertising ecosystem, combined with our differentiated offerings, is expected to further support long-term
growth and profitability expansion.
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Our Growth Strategy
We believe that programmatic advertising is still an underpenetrated
market that will experience robust growth over the next decade as ad budgets continue to shift to digital and as digital continues to
shift towards programmatic execution. We intend to capitalize on these secular trends by pursuing growth opportunities that include:
Focus on Core Areas of Growth in Video, Including
Mobile and CTV
CTV is one of the fastest growth formats within digital advertising,
and this trend is expected to continue over the next several years, according to eMarketer. In the United States, CTV advertising spend
is expected to grow at a CAGR of approximately 12% from 2025 to 2029, while digital Video advertising spend is expected to grow at a CAGR
of approximately 13%, reaching roughly $216 billion by 2029. Video (including mobile video, desktop video and CTV) advertising represented
approximately 71% of our revenue without Performance (non-programmatic) activity for the year ended December 31, 2025, and remains a core
strategic focus. We plan to leverage our existing expertise in Video and CTV to grow our market share and plan to introduce new, differentiated
solutions to drive performance for customers. According to eMarketer, U.S. mobile digital ad spend is projected to grow at a CAGR of approximately
10% from 2025 to 2029, reaching approximately $336 billion. As generative AI technologies, including LLMs, begin to shift user attention
and engagement patterns away from traditional desktop and mobile web experiences, we see potential for sizable growth within mobile in-app
advertising, which may be less impacted by these changes, and we are allocating additional resources and focus to support expansion within
this channel, including through growing partnerships.
Introduce New Solutions and Capabilities, and
Invest in our Technology, Data, and AI Stack
As we grow our market share and add new customers, we continue
to invest in our technology, data, and AI stack and develop new innovative solutions. We are continuously focused on introducing differentiated
solutions to address the rapidly evolving digital advertising market. Key areas of potential growth and investment include enhancing our
proprietary data sets and capabilities within Nexxen Data Platform through AI and machine learning; expanding and strengthening our CTV
advertising offerings; increasing our mobile in-app footprint and capabilities; enhancing our audience targeting capabilities; expanding
our identity solutions; and broadening our global platform coverage.
We provide customers with creative alternatives to plan and execute
campaigns, offering complementary scale and opportunities to enhance audience targeting strategies. For example, we offer, and will continue
to enhance, contextual and other audience targeting solutions powered by content data collected through our publisher partnerships, as
well as third-party solutions integrated into our ecosystem.
Industry-wide movement away from cookie-based tracking has increased
demand for alternative identity solutions. We offer our own proprietary identity solutions, and maintain partnerships with, and are increasingly
integrating, major alternative identifier frameworks such as IdentityLink and Unified ID 2.0. We are committed to supporting evolving
privacy requirements and emerging identifier standards. We believe the industry will not converge on a single alternative to cookie-based
tracking, and we are enhancing our platform to agnostically support multiple identity solutions.
Capitalize on V Partnership and Programmatic
Smart TV Home Screen Ad Activation Solution
Nexxen is partnered with V, a subsidiary of Hisense and the world’s
fastest-growing major CTV OS, and has extended the partnership through at least the end of 2029, positioning us to benefit from the continued
global expansion of V-powered Smart TVs. We intend to invest in our commercial, media, and data teams to fully capitalize on the holistic
opportunity presented by this partnership.
Through this partnership, Nexxen has secured global ACR data exclusivity
on V-powered CTVs and ad monetization exclusivity on V’s North American video and native display media through at least the end
of 2029. Leveraging our end-to-end platform and this exclusivity, we launched what we believe to be the industry’s first solution
for programmatic Smart TV home screen ad activation in 2025 on Hisense and other V-powered Smart TVs, providing access to differentiated,
high-attention CTV ad placements commanding premium pricing. To the best of our knowledge, no other digital advertising technology company
currently offers this capability, which we believe further differentiates Nexxen, creates a strong competitive moat, can attract greater
CTV advertising spend to our platform, and can potentially accelerate our long-term CTV and data revenue growth opportunity. Over time,
we expect to expand this programmatic Smart TV home screen ad activation solution beyond V-powered CTVs to additional CTV OEMs.
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Exclusive access to V’s global ACR data further strengthens
our CTV audience targeting and measurement capabilities, supporting advertiser performance and ROI while providing the potential to attract
higher levels of advertising spend to our platform. Additionally, we can license V’s ACR data, creating an additional high-margin
growth opportunity.
Expand End-to-End Enterprise Partnerships and
Revenue
In addition to other areas, we are focused on expanding relationships
with large enterprise self-service customers that have significant advertising budgets. As an end-to-end platform, we are uniquely positioned
to support these customers across the entire advertising and data supply chain, including planning, activation, optimization, monetization,
and measurement, delivering both performance and operational efficiencies. Our integrated platform enables enterprise customers to maximize
audience reach, gain robust data insights, drive higher ROI, and simplify campaign execution, while simultaneously driving increased revenue
and profitability for Nexxen. By facilitating both sides of the transaction, from demand via our DSP to supply via our SSP, we believe
enterprise partnerships offer a disproportionate growth opportunity compared to one-sided platform competitors and can provide a degree
of insulation from SPO trends being implemented by large DSPs.
Strengthen Our Relationships with Existing
Customers
We are continuously enhancing functionality across our platform
to attract new customers, encourage our existing customer base to allocate more of their advertising spend and inventory to our platform,
and have customers adopt more solutions within our product ecosystem. As programmatic advertising adoption grows, and as brands and publishers
increasingly focus on Video, CTV, data, AI, efficiency, and improved ROI, we believe we are well-positioned to both expand our customer
base and generate additional revenue from existing customers.
Expand Our International Footprint and U.S.
Market Share
We continue to acquire new publishers and advertisers across markets
while expanding our global footprint, delivering significant demand and supply for digital ad impressions across all channels and formats.
We will continue to enhance and expand third-party integrations to maintain and improve our platform’s flexibility, while leveraging
our technology and data stack to provide innovative solutions to new and existing customers across markets and platforms. By consistently
developing new tools and products, and enhancing existing ones, we believe we can help customers maximize the value of our platform and
services, accelerating our long-term growth potential.
Continue to Bolster Nexxen Data Platform’s
Capabilities
We leverage real-time data, AI, and machine learning to synthesize,
aggregate, and contextualize vast datasets, helping our advertiser and publisher customers optimize digital ad spend and inventory management.
Nexxen Data Platform was architected for flexibility, delivering impactful insights that are agnostic to format or device. By owning and
operating a proprietary data platform, we can provide robust analytics, audience targeting, segmentation, reach extension, and measurement
on a global scale. We continuously enhance the platform to make it seamless for customers to directly onboard first-party data, leverage
identifier solutions, expand audience reach, and optimize and measure campaign effectiveness, all within a single, integrated platform.
We believe this combination gives us a competitive advantage, enabling higher ROI for advertisers, optimal yield for publishers, and strong
growth potential for Nexxen amid the industry’s increasing focus on performance. We believe we can extend this advantage by further
investing in data and AI, and introducing more data- and AI- powered solutions and capabilities, to enhance the efficacy and usability
of our data to maximize results for customers, which in turn can potentially increase the advertising spend and inventory allocated to
our platform.
Leverage our Industry Expertise and Target
Select Acquisitions
We have a successful track record with past acquisitions and may
leverage our industry experience to identify future complementary opportunities that broaden our scale and enhance our technology and
data solutions. If we identify future attractive acquisition opportunities, we believe we have the expertise, leadership, and operational
capability to execute strategic transactions and effectively integrate them into our platform.
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Our Solution and End-to-End Technology Platform
Our Solution
Our end-to-end platform is a comprehensive software suite that
supports a wide range of media types (such as Video, Smart TV native, audio, and display) and devices (including mobile devices, CTVs,
streaming devices, and desktops), creating an efficient marketplace where advertisers can purchase high-quality advertising inventory
from publishers at scale. Our solutions provide a number of advantages, including an advanced real-time bidding auction optimization engine,
access to a global, high-quality marketplace, robust data and AI capabilities, and flexibility to execute concurrent campaign strategies
designed to drive strong returns on digital advertising investments. When customers utilize our platform on an end-to-end basis, they
often realize cost efficiencies and enhanced ROAS.
Our platform handles approximately 487 billion daily ad requests
on average. Each ad request is processed in a fraction of a second (55ms on average) and powered by our real-time bidding engine,
which leverages private servers and infrastructure in four strategically placed data centers located in the U.S., Europe, and Asia Pacific,
as well as cloud resources.
Key Components of our end-to-end platform include:
| • |
Demand Side Platform – We offer a self-service DSP solution that enables advertisers and their agencies to efficiently plan,
activate, and manage omnichannel campaigns, optimize toward improved performance and ROI, and gain deep insights into brand engagement.
Our DSP provides extensive access to premium inventory, differentiated data for audience targeting, AI, planning capabilities across formats,
incrementality testing solutions, and advanced reporting and measurement. We also offer full-service or hybrid buying models for advertisers
and agencies to support a broad range of business needs. |
| • |
Data Platform – We offer a fully integrated data platform that sits at the core of our end-to-end offering and unlocks the
value of data flowing through our DSP and SSP solutions. Our data platform, referred to as “Nexxen Data Platform,” enables
advertisers and publishers to directly onboard, manage, plan, activate and measure, with data from multiple (and in some case exclusive)
sources to optimize performance and ROI. Nexxen Data Platform delivers actionable insights and recommendations across geographic, behavioral,
consumption, demographic, and other data dimensions within a unified solution. Our data platform supports direct data onboarding, audience
targeting and segmentation, sentiment analysis, reach extension, identity resolution, optimization, and measurement, and is continually
enhanced through AI and machine learning. We believe an integrated data platform that can support advertisers and digital publishers across
the entire data supply chain is a critical component of our marketplace, as it enables more accurate audience targeting, improved campaign
optimization, and consistent data activation across channels and formats. |
| • |
Supply Side Platform – We offer a self-service SSP solution that enables publishers to sell their digital advertising inventory
through a real-time bidding auction across all screens, including mobile devices, CTVs, streaming devices, and desktops. Our SSP provides
publishers with access to robust data, differentiated demand sources, and a comprehensive product suite designed to support efficient
and effective inventory management, yield optimization, deal management and revenue growth. |
| • |
Analytics and AI (“nexAI”) – We collect, synthesize, and analyze data across our platform using a combination of
our comprehensive suite of AI-powered solutions (which we’ve branded as “nexAI”), machine learning, and deep learning
technologies. These capabilities generate efficiency and actionable insights that inform bidding decisions, optimize campaign performance,
and support forecasting of ad impression and auction dynamics. We believe these analytics and AI-driven capabilities enhance outcomes
for both advertisers and publishers, and we expect to continue investing in these technologies to improve performance, efficiency, and
scalability across our platform. |
| • |
Nexxen Discovery – Nexxen Discovery is an audience insight and activation product, and key component of Nexxen Data Platform.
It unifies data from cross-channel sources, including our proprietary TV viewership data, and leverages first-party data to build intelligent
audience profiles that are utilized across planning and activation. Powered by AI and machine learning, Nexxen Discovery provides actionable
audience insights, including around sentiment analysis, interest, and brand affinity, to help customers create targeted segments, extend
reach, and optimize campaigns in real time. It integrates seamlessly with our DSP and SSP to support planning, activation, and measurement
across channels and inventory. |
| • |
Nexxen Studio – Nexxen’s in-house digital creative studio provides a range of creative solutions tailored to the needs
of brands and agencies. Our comprehensive pre-flight creative testing and audience based in-flight creative optimization capabilities
are enhanced through AI and fully integrated with Nexxen’s flexible, unified platform to maximize campaign performance. |
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DSP
Key features of our DSP include:
| • |
Comprehensive, AI-powered, intuitive self-service interface that enables advertisers to seamlessly plan, activate, and manage campaigns
with full control while streamlining daily workflows. |
| • |
Advanced machine learning algorithms that optimize toward customers’ specific campaign goals, provide efficiency, and drive
effective buying to meet online and offline KPIs. |
| • |
Seamless access to a variety of premium (and in some cases exclusive) data sources, including advertisers’ first-party data,
proprietary Nexxen data, and a wide range of specialized third-party data across verticals. |
| • |
Robust forecasting and planning tools that accurately predict reach and spend across screens, formats, and audiences, helping advertisers
strategically prepare campaigns for success. |
| • |
Access to premium (and in some cases exclusive) supply from Nexxen SSP and other leading third-party SSPs. |
| • |
Programmatic buying support for Smart TV home screen native units. |
| • |
Real-time automated bidding and optimization that leverages AI to improve campaign performance dynamically. |
| • |
Comprehensive and transparent omnichannel reporting and analytics tools that allow advertisers to track campaign performance in real-time,
build custom and advanced reports, and combine with other data sets for independent analysis. |
| • |
Integration with Nexxen Studio, offering creative solutions ranging from turnkey to fully customizable designed to drive performance
across digital environments. |
| • |
Data and brand surveys that deliver actionable insights for advertisers to evaluate brand lift, behavioral engagement, and emotional
impact. |
| • |
Comprehensive suite of brand safety solutions, including integrations with industry-leading verification partners, ensuring campaigns
are executed securely and with confidence. |
SSP
Key features of our SSP include:
| • |
Comprehensive and highly intuitive self-service platform that enables publishers to easily integrate into our ecosystem, manage their
digital inventory, access real-time reporting and analytics, and transact with programmatic buyers through private marketplace (“PMP”)
deals. Publishers also benefit from demand available directly through our proprietary DSP solution and additional demand facilitation
initiatives driven by our global salesforce. |
| • |
Direct connection to Nexxen DSP, and other major leading DSPs, alongside compatibility with most AdAge top 100 brands. Our SSP delivers
over 21 billion advertisements to viewers every month, optimizes content across multiple ad formats, builds effective custom audiences,
and delivers strong ROI at scale. |
| • |
Omnichannel marketplace with access to 1,304 active publishers across the globe. |
| • |
Access to proprietary ACR data through our exclusive TV Intelligence product, which enhances monetization by creating comprehensive
audience targeting opportunities. |
| • |
Simplified first-party data onboarding for key-value pair targeting, contextual cookie-less targeting options, and access to a variety
of third-party audience data sources. Identity resolution capabilities allow publishers to connect audiences across devices and channels,
providing advertisers with a closer connection to their target audiences and improving inventory monetization. |
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| • |
Industry-leading forecasting analytics and data-driven yield optimization tools that maximize inventory monetization and deliver
strong ROI at scale. |
| • |
Ability for publishers to customize their experience by opting out of certain ad verticals or specific advertisers, managing channel
conflicts, and controlling inventory access. |
| • |
Support for all major integration types, including open real-time bidding, header-bidding solutions, and proprietary client-side
solutions, such as our video player, giving publishers flexibility in how they offer inventory to advertisers. |
| • |
Curated Marketplace, a self-service or API-accessed solution for brands, publishers, media, and data companies to manage, optimize,
and monetize assets with a direct path to premium publisher inventory. This product allows users to create highly targeted, high-value
PMPs. |
| • |
Transparent pricing and reporting that enables publishers to see revenue performance and make data-driven decisions about their inventory.
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Nexxen Data Platform
Key features of Nexxen Data Platform include:
| • |
Integrated audience segmentation and targeting – Audience segments are generated directly within our platform using a combination
of first- and third-party data, including strategic data partnerships. Advertisers and publishers can also connect and activate their
own first-party data across our ecosystem to improve campaign precision. |
| • |
Advanced machine learning and AI capabilities – Our platform leverages statistical models and AI-driven analysis to uncover
insights from behavioral, demographic, and contextual data, enabling advertisers and publishers to achieve stronger performance metrics,
optimize targeting, and improve ROI. |
| • |
Direct onboarding and activation of first-party data – Advertisers and publishers can seamlessly and directly onboard their
first-party data into Nexxen Data Platform, enabling unified reporting, reach extension, audience targeting, and advanced measurement
across the entire ecosystem. |
| • |
Enhanced forecasting and analytics – The platform provides actionable insights and forecasting tools to predict audience scale,
reach, and media costs. Insights can be accessed through self-service interfaces or curated by our data team to support campaign planning
and PMPs. |
| • |
Identifier and measurement solutions – Our platform includes identity resolution capabilities, connecting audiences across
devices and channels to enhance targeting, attribution, and measurement. |
| • |
Proprietary data assets and TV intelligence – Our expertise in collecting, packaging, and activating TV viewership data through
Nexxen TV Intelligence allows advertisers to plan, activate, and measure campaigns across digital formats with retargeting and attribution
benefits. Nexxen has an exclusive global ACR data partnership with V that customers can leverage in their CTV targeting and measurement
efforts. |
| • |
End-to-end ecosystem integration – As part of our unified tech stack, our data platform seamlessly connects with our DSP, SSP,
AI, and other tools, enabling efficient audience activation, campaign optimization, and measurement across the full advertising supply
chain. |
Nexxen Discovery
Key features of Nexxen Discovery include:
| • |
Unification of disparate data across digital, TV (linear, CTV, and streaming), and social environments, combined with proprietary
web-based panels and bid-stream data, to provide a clear view of audiences and enable precise, flexible targeting and reach extension.
|
| • |
Utilization of AI, machine learning, and natural language processing to analyze behavioral patterns, sentiment, trends, and interests,
delivering actionable insights for customers. |
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| • |
Provides clients with a comprehensive set of capabilities to discover, understand, monitor, and engage their audiences across channels,
supporting real-time activation based on consumer behaviors and interests. |
| • |
Enables the use of first-party data to enhance targeting, expand audience reach, and optimize campaigns across channels and inventory.
|
| • |
Produces custom, transparent audience segments and smart contextual targets derived from behavioral patterns and sentiment to improve
engagement, reach, and campaign performance. |
Our Customers
Our customers consist largely of leading global brands and advertising
agencies on the demand side, and high-quality publishers on the supply side, spanning several industries including retail, entertainment,
consumer, financial services, healthcare, and others. For the year ended December 31, 2025, we had 627 active customers, including industry-leading
brands and agencies such as IPG, WPP, Publicis, H/L, Yahoo!, Tinuiti, and LG.
On our demand side, brands and agencies leverage our self-service,
managed-service, and hybrid DSP offerings, with integrations across the industry’s major third-party DSPs. On the supply side, we
service digital publishers, app developers, and self-service platform subscribers, also supported by integrations with leading third-party
SSPs.
We generally contract with customers through master services agreements
(“MSAs”) and/or insertion orders, which govern the terms of running particular campaigns. Our MSAs typically have one-year
terms that renew automatically unless terminated earlier, giving users access to our platform.
We maintain long-standing relationships with our customer base,
which tend to repeatedly use our platform. This is reflected in our Contribution ex-TAC retention rate of 92% for the year ended December
31, 2025. While our Contribution ex-TAC per active customer increased in 2025, compared to 2024, our Contribution ex-TAC retention rate
was impacted by our strategic decision to discontinue relationships with smaller customers that were not generating meaningful revenue
or profitability for Nexxen to increase focus on supporting relationships with larger customers that have more sizable budgets to deploy.
Advertising spend was also constrained to an extent due to cautious and uneven consumer spending, macroeconomic and industry uncertainty,
evolving U.S. trade dynamics, ongoing geopolitical hostilities, tariffs, reduced political advertising spend, and reduced spending by
one large DSP customer driven by their increased SPO efforts. Over time, we anticipate increasing our Contribution ex-TAC retention rate,
supported by our ability to generate strong customer ROI through multiple integrated solutions spanning the entire digital advertising
supply chain.
Our Competition
We have a number of competitors that operate in portions of our
business, but few provide the full end-to-end technology solution that we offer.
We believe that our long track record and expertise in the digital
advertising industry, combined with our ability to operate technology and data solutions for both sides of the advertising ecosystem through
a unified data- and AI-powered platform, gives us significant advantages in platform development and a long lead over new entrants. Our
platform supports the entire campaign lifecycle, from planning and activation to optimization, measurement, and monetization, enabling
advertisers and publishers to maximize ROI and efficiency. We compete primarily based on the campaign performance of our platform, the
breadth and capabilities of our technology, identity resolution, omnichannel reach, planning and audience tools, proprietary datasets,
AI features, and advanced reporting and measurement functionalities. On the demand side, companies such as Viant Technology, Inc. and
The Trade Desk, Inc. are some of our key competitors.
On the supply side, companies such as Magnite, Inc., FreeWheel
Media, Inc., and PubMatic, Inc. are our main competitors, all of which compete to provide publisher inventory to advertisers.
We believe the principal competitive factors in our industry include:
| • |
proven, robust, and differentiated self-service, managed-service, and hybrid offerings; |
| • |
omnichannel execution; |
| • |
integration and ease-of-use; |
| • |
quality, scale, and reach of digital advertising demand and inventory globally; |
| • |
first-party data and identity solutions; |
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| • |
depth and breadth of relationships with brand advertisers, premium publishers, agencies, and data providers; |
| • |
full suite of viewability, measurement, verification, and brand safety offerings; |
| • |
customer support and account management; |
| • |
differentiated data, media, and demand sources; |
| • |
data efficacy and the ability to drive performance and ROI; |
| • |
ability to support customers across their workflows; |
| • |
AI, machine learning, and technology capabilities and innovation; |
| • |
flexible pricing; and |
| • |
transparency. |
We believe that we compete favorably with respect to all these
factors and are well positioned as a full-service, end-to-end platform catering to both advertisers and digital publishers.
Technology and Development
Our business model enables us to invest in our research and development,
which has been a key driver of our growth. Our platform is highly efficient at processing and managing large, complex data sets and is
used in real-time by both advertisers and digital publishers. We are committed to innovative technologies and the rapid introduction of
enhanced functionalities to meet the evolving needs of our customers. We therefore expect technology and development expenses to increase
as we continue to invest in our platform, particularly through investments in AI, data, and machine learning, to support higher advertising
spend volumes, attract new customers, differentiate our platform, and expand in the U.S. and internationally. Our technology and development
teams are based in the United States and Israel. For December 31, 2025, research and development expenses accounted for 20.9% of our operating
expenses.
Sales and Marketing
As an end-to-end platform, we have highly qualified sales teams
dedicated to acquiring new premium advertiser and publisher customers and expanding revenue relationships with existing customers. These
teams focus on selling access to our platform through self-service, managed-service, and hybrid offerings. Our global sales and marketing
team consisted of 502 employees (inclusive of all sales, marketing, and relevant support teams) as of December 31, 2025, and takes a proactive,
hands-on approach to cultivating and enhancing advertiser, agency, and digital publisher relationships.
We have dedicated teams focused on post-sale support to ensure
customer success. Our client success team onboards advertisers and regularly liaises with them to optimize delivery against KPIs and help
achieve their goals throughout the campaign lifecycle. Our publisher operations team onboards publishers and engages directly with them
to support their needs and help effectively monetize inventory.
Our Team and Culture
As part of our track record of successfully integrating acquisitions
and managing a global, multi-functional organization, we pride ourselves on bringing together teams across geographies, products, and
functions under one cohesive culture. We strive daily to embody innovation, commitment, collaboration, and authenticity.
Our management team fosters a transparent culture, encouraging
employees to share their feedback, ideas, and suggestions through an open-door policy and internal surveys that gauge satisfaction and
gather input for continuous improvement. We communicate and build relationships with external stakeholders through our marketing efforts,
including digital and social media, events, public relations, direct marketing, and online advertising. Our “People & Culture”
programs provide employees with volunteer opportunities in local communities, particularly focused on education and serving the underprivileged.
We also regularly donate to volunteer associations.
Our employees generally have long tenure across our entities, with
an average tenure of approximately seven years for our leadership team and approximately five years across all employees.
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We believe we attract talented employees to our company, and sophisticated
customers to our platform, largely due to our vision and commitment to leveraging cutting-edge data, technology, and AI to create solutions
that help advance the digital advertising industry.
As of December 31, 2025, we had 909 employees globally.
Intellectual Property
Our success depends, in part, on our ability to protect the proprietary
methods and technologies that we develop or otherwise acquire. We rely on a combination of patent, trademark, copyright, trade secret
laws, confidentiality procedures and contractual provisions to protect our proprietary methods and technologies and own more than 50 patents
in the United States. In 2024, we successfully rebranded our Company’s various businesses under the name “Nexxen” and
associated Nexxen logo to further promote our unified service and product offerings. The Company has been working on this rebranding in
its public-facing assets. The Company has obtained international trademark registration for these trademarks. The Company has obtained
trademark registrations in Australia, the European Union, Israel, Mexico, Singapore, the United Kingdom, China, and the United States.
The Company is actively prosecuting similar trademark applications in Canada and Japan. The Company also uses and actively protects other
trademarks in various jurisdictions and holds trademark registrations for the Perk mark in the United States and the Perk logo in Australia,
New Zealand, India, the European Union, United Kingdom, and WIPO.
We generally enter into confidentiality and/or license agreements
with our employees, consultants, vendors and advertiser customers, and we generally limit access to, and distribution of, our proprietary
information. We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost
effective.
Privacy and Data
Modern consumers use multiple platforms to learn about and purchase
products and services, and consumers have come to expect a seamless experience across all channels. This challenges marketing organizations
to balance the demands of consumers and the most effective advertising techniques with responsible, privacy-compliant methods of managing
data internally and with advertising technology intermediaries.
In the United States, both state and federal legislation govern
activities such as the collection and use of data by companies that engage in digital advertising like us. Also, because our platform
reaches users throughout the world, some of our activities may also be subject to foreign laws and regulations. As we continue to expand
internationally, we will be subject to additional laws and regulations, and these requirements may affect how we conduct business.
The U.S. Congress and state legislatures, along with federal regulatory
authorities, have increased their attention on matters concerning the collection and use of personal data, including relating to internet-based
advertising. Data privacy legislation has been introduced in the U.S. Congress, and several states, including California, Colorado, Connecticut,
Utah, and Virginia have enacted comprehensive privacy legislation granting rights to consumers to enable increased control over the use
of their data. These laws include a consumer’s ability to restrict use of their personal data for cross-context advertising purposes.
Additional state legislatures have introduced data privacy legislation. Many non-U.S. jurisdictions have also enacted or are developing
laws and regulations governing the collection and use of personal data. For example, the Israeli Privacy Protection Law, 5741-1981, has
been amended, with amendments now in effect that extend its reach over Israeli residents as well as personal information of foreign residents
transferred to Israel, each of which provide for potentially material penalties for non-compliance.
Additionally, U.S. and foreign governments have enacted or are
considering enacting legislation that could significantly restrict our ability to collect, augment, analyze, use and share data collected
through cookies and similar technologies, such as by regulating the level of consumer notice and consent required before a company can
employ cookies or other electronic tools to track people online. In the United States, the FTC has commenced the examination of privacy
issues that arise when marketers track consumers across multiple devices, otherwise known as cross-device tracking. In addition to the
requirements relating to cookies or similar technologies described in the section “Risk Factors—Risks
Relating to Legal or Regulatory Constraints—We are subject to laws and regulations related to data privacy, data protection, and
information security, and consumer protection across different markets where we conduct our business, including in the United States,
the EEA and the United Kingdom and industry requirements and such laws, regulations, and industry requirements are constantly evolving
and changing. Our actual or perceived failure to comply with such laws and regulations could have an adverse effect on our business, results
of operations and financial condition”, in the European Union and the United Kingdom, informed consent is required for the
placement of a cookie or similar technologies on a user’s device and for direct electronic marketing. The GDPR and UK GDPR also
impose conditions for obtaining valid consent, such as a prohibition on pre-checked consents and a requirement to ensure separate consents
are sought for each type of cookie or similar technology. Detailed guidance relating to these requirements has been published by the European
Data Protection Board (and its predecessor, the Article 29 Working Party) as well as various supervisory authorities in the European Union
and the United Kingdom. While not legally binding, such guidance reflects the position and understanding of the regulators and their approach
to enforcement. Supervisory authorities in the European Union and the United Kingdom are increasingly focusing on the AdTech industry
and its compliance with these requirements. Several high-profile investigations are currently underway, and a number of fines have been
issued against businesses for their failure to, amongst other things, properly notify individuals of how their data is being used and
to collect informed consent.
44
Additionally, our compliance with our privacy policy and our general
consumer data privacy and security practices are subject to review by regulatory bodies such as the FTC, which may bring enforcement actions
to challenge allegedly unfair and deceptive trade practices, including the violation of privacy policies and misrepresentations or material
omissions therein.
Certain State Attorneys General and state privacy regulators such
as the California Privacy Protection Agency (“CPPA”) in the United States may also bring enforcement actions based on comparable
state laws or federal laws that permit state-level enforcement. In California, for example, the Attorney General and the CPPA may bring
enforcement actions for violations of the CCPA. When we receive bid requests that include an opt-out signal, we do not “sell”
or “share” personal information, as defined by the CCPA. We have also adopted the Digital Advertising Alliance CCPA Compliance
Framework, which includes a technical specification to identify consumer signals to opt-out of sale of their personal information and
have signed the IAB Limited Service Provider Agreement that imposes service provider obligations for certain opted-out bid requests. These
IAB frameworks are designed to facilitate compliance with the CCPA although the California Attorney General’s office has not yet
approved such frameworks. The CCPA sets forth high potential liabilities for data privacy violations on a per-incident basis, and the
industry faces an uncertain compliance burden as our partners and publishers work to become compliant with the law. Also, the amendments
to the CPPA, which became effective on January 1, 2023, impose additional data protection obligations on in scope businesses, including
additional consumer rights processes and opt-outs for certain uses of sensitive data and sharing of personal data.
Since California enacted the CCPA, several states have enacted
comprehensive consumer privacy laws including, but not limited to, the Colorado Privacy Act (effective July 1, 2023), the Connecticut
Data Privacy Act (effective July 1, 2023), the Virginia Consumer Data Protection Act (effective January 1, 2023), and the Utah Consumer
Privacy Act (effective December 31, 2023). We expect the trend of enacting new and comprehensive privacy legislation to continue not only
in the United States but also around the globe.
In addition to consent and opt-out obligations under privacy and
data protection laws, we face potential liability under the California Invasion of Privacy Act (“CIPA”). Plaintiffs have asserted
that the use of third-party analytics, tracking technologies, cookies, and similar tools constitute “eavesdropping” or “wiretapping”
under CIPA, even where such technologies are deployed to analyze consumer behavior or support advertising and marketing services. Because
our platform processes data across publishers, advertisers, and consumer interactions using online tracking technologies to deliver targeted
advertising, we may face CIPA claims. If CIPA claims are successfully asserted against us, we could incur material litigation costs, settlements
or judgments, injunctive relief, reputational harm, and adverse impacts on our business operations.
To protect against unlawful content (advertiser and publisher), we include restrictions
on content in our terms and conditions. We also utilize various technologies and processes to review publisher properties and use third
party software to screen impressions we acquire through advertising exchanges.
45
4.C. ORGANIZATIONAL STRUCTURE
The following table sets out details of the Company’s subsidiaries:
|
Name of company |
Country of Incorporation |
Ownership Percentage | ||
|
Taptica Inc. |
USA |
100% | ||
|
YuMe Inc* |
USA |
100% | ||
|
Perk.com Canada Inc |
Canada |
100% | ||
|
Nexxen Group LLC |
USA |
100% | ||
|
Nexxen Group US Holdings Inc.* |
USA |
100% | ||
|
Nexxen Holdings Ltd* |
UK |
100% | ||
|
Nexxen Group Ltd |
UK |
100% | ||
|
Nexxen Media Pte. Ltd. (f/k/a Unruly Media Pte. Ltd)
|
Singapore |
100% | ||
|
Nexxen Pty Ltd* |
Australia |
100% | ||
|
Nexxen Media Japan K.K. (f/k/a Unruly Media K.K.)
|
Japan |
100% | ||
|
Nexxen Video Distribution Sdn. Bhd. (f/k/a Unmedia Video Distribution
Sdn. Bhd.) |
Malaysia |
100% | ||
|
Nexxen CTRL GmbH (f/k/a SpearAd GmbH)
|
Germany |
100% | ||
|
Nexxen Inc.* |
USA |
100% | ||
|
Amobee Ltd |
Israel |
100% |
* Under these companies, there are eleven (11) wholly owned subsidiaries that are
inactive, liquidated or in liquidation process.
4.D. PROPERTY, PLANTS AND EQUIPMENT
Our headquarters are located in Tel Aviv, Israel where we occupy
facilities totaling approximately 26,910 square feet under a lease that expires in December 2028. In addition, we have key locations in
New York, New York; Los Angeles, California; San Carlos, California; San Diego, California; San Francisco, California; Chicago, Illinois;
Baltimore, Maryland; Burlington, Massachusetts; Dallas, Texas; and Bellevue, Washington in the United States, as well as international
locations in Canada, the United Kingdom, Japan, Singapore, Australia, and Germany. These locations support our key business functions
including sales and marketing, customer support, business development, engineering, product development, and infrastructure support. We
believe that our current facilities are suitable to meet our existing needs.
4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5. OPERATING
AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion and
analysis of our financial condition and results of operations together with Item 4. “Information on the Company – 4B. Business
Overview” and our audited consolidated financial statements and the related notes thereto appearing at the end of this Annual Report.
We present our audited consolidated financial statements in USD and in accordance with International Financial Reporting Standards, or
IFRS, as issued by the International Accounting Standards Board, or IASB.
You should carefully review and consider the
information regarding our financial condition and results of operations set forth under Item 5. “Operating and Financial Review
and Prospects” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the Securities and Exchange
Commission on March 5, 2025, for an understanding of our operating results and liquidity discussions and analysis comparing fiscal year
2024 to fiscal year 2023.
Some information included in this discussion
and analysis, including statements regarding industry outlook, our expectations regarding our future performance, liquidity and capital
resources and other statements regarding our plans and strategy for our business and related financing, are forward-looking statements.
These forward-looking statements are subject to numerous risks and uncertainties. Please see “Special Note Regarding Forward-Looking
Statements and Risk Factor Summary” in this Annual Report. You should read the “Risk Factors” section of this Annual
Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied
by the forward-looking statements contained in the following discussion and analysis.
We maintain our books in USD, which is the Company’s functional
currency, and which have been rounded to the nearest thousands, except when otherwise indicated. The USD is the currency that represents
the principal economic environment in which the Company operates, and we prepare our financial statements in accordance with IFRS as issued
by the IASB.
46
5.A. OPERATING RESULTS
Overview
Nexxen is a global, flexible advertising technology platform with
deep expertise in data and advanced TV that provides advertisers, agencies, digital publishers, broadcasters, and others with technology
and data solutions to plan, buy, manage, sell, and measure advertising across the digital advertising supply chain. Our unified end-to-end
platform, powered by data and artificial intelligence (“AI”), supports advertising workflows spanning planning, activation,
optimization, monetization, and measurement across formats and devices, and is designed to drive full-funnel performance and efficiency
for customers on both sides of the digital advertising ecosystem. While supporting digital advertising efforts across formats and devices,
Nexxen maintains a particular focus on some of the industry’s fastest-growing segments, including Connected TV (“CTV”),
Video, and data-driven solutions, supported by a global team of seasoned technologists and industry experts.
We believe there is a significant market opportunity within the
approximately $792 billion global digital advertising market, which is expected to grow at a CAGR of approximately 10% through 2029,
according to eMarketer. Publishers rely on advertising to support their businesses and brands, and advertisers use digital channels to
reach targeted and measurable audiences to maximize effectiveness and returns. We believe the digital advertising market remains fragmented,
and that our comprehensive end-to-end platform and data capabilities, along with our expertise in Video and CTV, positions Nexxen competitively
to increase market share over time.
We believe we are well positioned to benefit from several trends
in the evolving advertising ecosystem, including: the continued proliferation of digital media consumption; growing adoption of programmatic
advertising; increasing advertiser focus on premium formats such as Video and CTV; the shift of linear advertising budgets toward, and
their convergence with, digital advertising budgets; the continued migration of live sports to digital environments, including CTV; increased
advertiser reliance on data-driven tools and AI; and the increasing sophistication of the digital advertising landscape. We address the
digital advertising market through three core proprietary offerings: a demand-side platform (“DSP”) that advertisers use to
plan, activate, and manage digital advertising campaigns; a supply-side platform (“SSP”) that digital publishers use to monetize
inventory; and the Nexxen Data Platform, which integrates directly with both our DSP and SSP to drive performance. Our Data Platform leverages
large-scale data sets, advanced machine learning techniques, and AI to generate audience insights and campaign recommendations. By contextualizing
and synthesizing this data, the platform is designed to provide advertisers with a more comprehensive and granular view of audiences across
formats and devices, which can improve campaign effectiveness and returns on advertising investments, while also supporting the optimization
of digital publisher inventory monetization. By combining these three proprietary solutions with integrations across industry-leading
partners, we offer an end-to-end platform that is designed to be flexible and scalable to meet our customers’ needs, while enabling
us to operate across a broad and growing range of digital advertising spend and verticals.
Our customers are largely comprised of both ad buyers, including
brands and agencies, and digital publishers. Our platform serviced a diversified customer base of 627 active customers and 1,304 active
publishers as of December 31, 2025, and served advertisements in approximately 180 countries. We generate revenue through platform fees
based on either (i) a percentage of spend, (ii) flat fees or (iii) fixed CPMs (“cost per mille”) that are tailored to fit
our customers’ specific utilization of our solutions.
Over the past several years, the advertising environment has been
influenced by a combination of macroeconomic, geopolitical, and pandemic-related factors. In 2022 and 2023, advertisers faced challenges
from rising inflation, higher interest rates, and ongoing uncertainty related to the residual effects of the COVID-19 pandemic, which
in some cases led to reduced or delayed campaigns. In 2024, the industry benefitted from lower inflation, reduced interest rates, and
the U.S. election cycle, contributing to stronger advertising activity, although geopolitical hostilities and broader macroeconomic uncertainty
continued to impact advertiser budgets and spending to an extent. In 2025, the advertising environment remained generally positive, but
growth was constrained by cautious and uneven consumer spending, macroeconomic and industry uncertainty, evolving U.S. and global trade
dynamics, ongoing geopolitical hostilities, tariffs, reduced political advertising spend compared to 2024, and increased supply path optimization
(“SPO”) efforts by larger DSPs within the industry.
47
On August 18, 2022, the Company completed a $25 million investment
in V (formerly known as "VIDAA"), a smart TV operating system, streaming platform, and subsidiary of Hisense, receiving a minority equity
stake in V. The Company also entered a commercial partnership with V through which it gained exclusive global access to utilize and share
V’s automatic content recognition (“ACR”) data for CTV audience targeting and measurement, and ad monetization exclusivity
on V media in the U.S., U.K., Canada and Australia, both through at least the end of 2026. In August 2025, the Company entered into an
additional investment, and new commercial, agreement with V. Under the additional investment agreement, the Company is expected to complete
a total investment of up to $35 million in exchange for newly issued V ordinary shares, to be made in two tranches. The first tranche,
in the amount of approximately $20 million, was completed in August 2025. The second tranche, in the amount of approximately $15 million,
is expected to be deployed in Q3 2026. Following the full deployment of the previously announced investment, the Company will have invested
a total of $60 million in V, representing an equity stake of approximately 6% of V’s outstanding shares. Through the Company’s
new commercial agreement, which went into effect on January 1, 2026, Nexxen extended its global ACR data exclusivity with V and gained
ad monetization exclusivity on V’s North American video and native display media, both through at least the end of 2029.
The Company currently has no principal long-term debt. At the beginning
of 2025, the Company had a $90 million senior secured revolving credit facility (the “Revolving Credit Facility”). In May
2025, the Company announced an amendment to its Revolving Credit Facility, through which it reduced the capacity from $90 million to $50
million and extended its maturity to September 2027. The updated Revolving Credit Facility provides the Company with additional liquidity,
which may be utilized for a variety of purposes (including future strategic investments and initiatives) alongside existing surplus cash
resources.
Our Video revenue grew to $242.0 million for the year ended December
31, 2025, from $232.4 million for the year ended December 31, 2024, while CTV revenue fell to $109.4 million for the year ended December
31, 2025, from $113.8 million for the year ended December 31, 2024. Video revenue growth in 2025 was driven largely by strength in Desktop
Video and partially offset by reduced CTV and Mobile video revenue. Video revenue growth, however, was constrained in the second half
of the year, particularly Q4 2025, by several factors including reduced spending by one large DSP customer due to its increased SPO efforts
in Q4 2025, more competitive CTV CPMs, the absence of elevated political advertising spend from the 2024 U.S. election cycle, and other
headwinds including evolving U.S. trade dynamics, geopolitical hostilities, and tariffs, which impacted advertising spend to an extent
from certain customers.
Our total comprehensive income for the year ended December 31,
2025, decreased to $27.9 million from $35.4 million for the year ended December 31, 2024, representing a decrease of 21.3%, or $7.5 million.
Our Adjusted EBITDA for the year ended December 31, 2025, increased to $115.1 million, from $114.6 million for the year ended December
31, 2024, reflecting a year-over-year increase of 0.5%, or $0.6 million. Further, we had cash and cash equivalents of $133.3 million as
of December 31, 2025, and no principal long-term debt.
Our Business Model
Nexxen is a global flexible advertising technology platform with
deep expertise in data and advanced TV that provides advertisers, agencies, digital publishers, broadcasters, and others with technology
and data solutions to plan, buy, manage, sell, and measure advertising across the digital advertising supply chain. Our unified end-to-end
platform, powered by data and artificial intelligence (“AI”), supports advertising workflows spanning planning, activation,
optimization, monetization, and measurement across formats and devices, and is designed to drive full-funnel performance and efficiency
for customers on both sides of the digital advertising ecosystem. While supporting digital advertising efforts across formats and devices,
Nexxen maintains a particular focus on some of the industry’s fastest-growing segments, including CTV, Video, and data-driven solutions,
supported by a global team of seasoned technologists and industry experts.
Our end-to-end platform is a comprehensive software suite
that supports a wide range of media types (such as Video, Smart TV native, audio, and display) and devices (including mobile devices,
CTVs, streaming devices, and desktops), creating an efficient marketplace where advertisers can purchase high-quality advertising inventory
from publishers at scale. Our solutions provide several advantages, including an advanced real-time bidding auction optimization engine,
access to a global, high-quality marketplace, robust data and AI capabilities, and flexibility to execute concurrent campaign strategies
designed to drive strong returns on digital advertising investments. When customers utilize our platform on an end-to-end basis, they
often realize cost efficiencies, and enhanced returns on ad spend (“ROAS”).
Our platform handles approximately 487 billion daily ad requests
on average. Each ad request is processed in a fraction of a second (55ms on average) and powered by our real-time bidding engine, which
leverages private servers and infrastructure in four strategically placed data centers located in the U.S., Europe, and Asia Pacific,
as well as cloud resources.
48
Key Components of our platform include:
| • |
Demand Side Platform – We offer a self-service DSP solution that enables advertisers and agencies to efficiently plan, activate,
and manage omnichannel campaigns, optimize toward improved performance and ROI, and gain deep insights into brand engagement. Our DSP
provides extensive access to premium inventory, differentiated data for audience targeting, AI, planning capabilities across formats,
incrementality testing solutions, and advanced reporting and measurement. We also offer full-service or hybrid buying models for advertisers
and agencies to support a broad range of business needs. |
| • |
Data Platform – We offer a fully integrated data platform that sits at the core of our end-to-end offering and unlocks the
value of data flowing through our DSP and SSP solutions. Our data platform, referred to as “Nexxen Data Platform,” enables
advertisers and publishers to directly onboard, manage, plan, activate and measure, with data from multiple (and in some case exclusive)
sources to optimize performance and ROI. Nexxen Data Platform delivers actionable insights and recommendations across geographic, behavioral,
consumption, demographic, and other data dimensions within a unified solution. Our data platform supports direct data onboarding, audience
targeting and segmentation, sentiment analysis, reach extension, identity resolution, optimization, and measurement, and is continually
enhanced through AI and machine learning. We believe an integrated data platform that can support advertisers and digital publishers across
the entire data supply chain is a critical component of our marketplace, as it enables more accurate audience targeting, improved campaign
optimization, and consistent data activation across channels and formats. |
| • |
Supply Side Platform – We offer a self-service SSP solution that enables publishers to sell their digital advertising inventory
through a real-time bidding auction across all screens, including across mobile devices, CTVs, streaming devices, and desktops. Our SSP
provides publishers with access to robust data, differentiated demand sources, and a comprehensive product suite designed to support efficient
and effective inventory management, yield optimization, deal management and revenue growth. |
| • |
Analytics and AI (“nexAI”) – We collect, synthesize, and analyze data across our platform using a combination of
our comprehensive suite of AI-powered solutions (which we’ve branded as “nexAI”), machine learning, and deep learning
technologies. These capabilities generate efficiency and actionable insights that inform bidding decisions, optimize campaign performance,
and support forecasting of ad impression and auction dynamics. We believe these analytics and AI-driven capabilities enhance outcomes
for both advertisers and publishers, and we expect to continue investing in these technologies to improve platform performance, efficiency,
and scalability. |
| • |
Nexxen Discovery – Nexxen Discovery is an audience insight and activation product, and key component of Nexxen Data Platform.
It unifies data from cross-channel sources, including our proprietary TV viewership data, and leverages first-party data to build intelligent
audience profiles that are utilized across planning and activation. Powered by AI and machine learning, Nexxen Discovery provides actionable
audience insights, including around sentiment analysis, interest, and brand affinity, to help customers create targeted segments, extend
reach, and optimize campaigns in real time. It integrates seamlessly with our DSP and SSP to support planning, activation, and measurement
across channels and inventory. |
| • |
Nexxen Studio – Nexxen’s in-house digital creative studio provides a range of creative solutions tailored to the needs
of brands and agencies. Our comprehensive pre-flight creative testing and audience based in-flight creative optimization capabilities
are enhanced through AI and fully integrated with Nexxen’s flexible, unified platform to maximize campaign performance. |
Key Factors Affecting Our Results of Operations
We believe our operating results are influenced by several factors,
including the following:
Attract, Retain
and Grow our Customer Base: Our growth in recent years has been driven by a combination of expanding existing advertiser and publisher
customer usage and spending across our platform, including through greater multi-solution adoption, and adding new advertiser and publisher
customers. As a result, our revenue growth depends significantly upon our ability to retain our existing advertiser and publisher customers
and capture a larger amount of their advertising spend and budgets through our platform.
For the year ended December 31, 2025, we achieved gross profit
per active customer (calculated as our gross profit for the period divided by our active customers for the period) of $412,901 and Contribution
ex-TAC per active customer (calculated as our Contribution ex-TAC for the period divided by our active customers for the period) of $563,204.
In comparison, for the year ended December 31, 2024, we achieved gross profit per active customer of $393,698 and Contribution ex-TAC
per active customer of $526,035. The increases in 2025 were largely driven by increased spend consolidation and multi-solution adoption
among enterprise customers. Our Contribution ex-TAC retention rate in 2025 fell to 92% compared to 102% in 2024 due largely to our strategic
decision to discontinue relationships with smaller customers that were not generating meaningful revenue or profitability, to focus on
supporting relationships with larger enterprise customers with more sizable budgets to deploy. We believe we are strongly positioned to
increase our Contribution ex-TAC retention rate over the long-term through greater enterprise and multi-solution adoption across our end-to-end
platform.
49
Investment
in Growth: We believe that the advertising market is in the early stages of a secular shift towards digital video advertising which
we have focused on for several years, and Digital Video advertising represented approximately 71% of our Programmatic revenue for the
year ended December 31, 2025. We plan to invest in driving long-term growth by focusing on some of the key drivers of digital advertising
growth; particularly Video and CTV. We anticipate our operating expenses will increase in the foreseeable future as we invest in platform
operations, sales and marketing, and technology and development, to enhance our product functionalities, and ability to sell them, including
through potential future acquisitions, deployment of more self-service and AI capabilities for both our advertiser and publisher customers,
the expansion of our data relationships and data capabilities, and the addition of more ad format functionality across our platform. We
believe these investments will contribute to our long-term growth, although it is uncertain whether these investments may impact our profitability
in the near-term.
Growth of the
Digital Video Advertising Market and Macroeconomic Factors: We expect to continue to benefit from overall adoption of digital video
advertising by both advertisers and publishers. Any material change in the growth rate of digital video advertising, or rates of adoption,
could affect our performance. Recent trends have indicated that advertising spend is closely tied to advertisers’ financial performance
and macroeconomic conditions either generally, or in one or more of the industries in which our advertisers operate, or our publishers
focus. An economic downturn could adversely impact the digital advertising market and our operating results.
Our Video revenue grew to $242.0 million for the year ended December
31, 2025, from $232.4 million for the year ended December 31, 2024, while CTV revenue fell to $109.4 million for the year ended December
31, 2025, from $113.8 million for the year ended December 31, 2024. Video revenue growth in 2025 was driven largely by strength in Desktop
Video and partially offset by reduced CTV and Mobile video revenue. Video revenue growth, however, was constrained by several factors
impacting the business primarily in the second half of the year, particularly Q4 2025, including reduced spending by one large DSP customer
due to its increased SPO efforts in Q4 2025, the absence of elevated political advertising spend from the 2024 U.S. election cycle, and
other headwinds including evolving U.S. trade dynamics, geopolitical hostilities and tariffs which, to an extent, limited advertising
spend from certain partners. It is possible some of the challenging conditions experienced by advertisers in 2025 could continue in 2026
which could potentially impact advertising conditions and Nexxen’s future revenue growth, see “Risk
Factors—Our revenue and results of operations are highly dependent on the overall demand for advertising. Factors that affect the
amount of advertising spending, such as economic downturns, inflation, supply constraints, geopolitical issues, evolving U.S. and global
trade dynamics (including tariffs), and pandemics, can make it difficult to predict our revenue and could adversely affect our business,
results of operations and financial condition.”
Seasonality:
In the advertising industry, companies commonly experience seasonal fluctuations in revenue. For example, many marketers allocate the
largest portion of their budgets to the fourth quarter of the calendar year to coincide with increased holiday purchasing. Historically,
the fourth quarter has reflected our highest level of advertising activity, while the first quarter of the calendar year has generally
represented our lowest quarterly revenue due to seasonal factors. Historical seasonality may not be predictive of future results, given
the potential for changes in consumer activity and advertising patterns as advertisers respond to emerging industry trends, dynamic macroeconomic
conditions, global trade developments, political conditions, election cycles, major advertising events that do not occur on an annual
basis, and ongoing geopolitical hostilities. Nevertheless, we expect our revenue to continue to fluctuate based on seasonal factors that
affect the advertising industry as a whole.
Components of Our Results of Operations
In this section, we use the following terms:
“Programmatic”
refers to our core end-to-end programmatic advertising platform, which uses software and algorithms to match buyers and sellers of digital
advertising in a technology-driven marketplace; transactions within our Programmatic business lines are executed in milliseconds.
50
“Performance”
refers to our non-core, non-programmatic performance business lines consisting primarily of mobile-based solutions that help brands reach
their users; revenue generated in our Performance business lines is contingent on the occurrence of performance-based metrics, such as
app downloads and installations.
Revenue. Our revenue is
generated from transactions where we provide a platform for the purchase and sale of digital advertising inventory. Our end-to-end platform
is a comprehensive software suite that supports a wide range of media types (such as Video, Smart TV native, audio, and display) across
various devices (including mobiles, CTVs, streaming devices, and desktops), creating an efficient marketplace where advertisers (buyers)
are able to purchase high quality advertising inventory from publishers (sellers) at scale.
We generate revenue through fees that we charge, based on customer
type, to utilize our solutions and services and upon usage and delivery.
Often, advertisers use our DSP solution in connection with access
to our Data Platform for optimizing media buys from our SSP solution.
Cost of revenue (exclusive of
depreciation and amortization). Cost of revenue (exclusive of depreciation and amortization) primarily consists of hosting fees
and data costs for both Programmatic and Performance (non-programmatic) activities, as well as media costs for Performance (non-programmatic)
activities that are directly attributable to revenue generated by the Company and generally based on revenue share arrangements with audience
and content partners.
Research and development expenses.
Research and development expenses consist primarily of compensation and related costs for personnel responsible for the research and development
of new and existing products and services. Where required, development expenditures are capitalized in accordance with the Company’s
standard internal capitalized development policy in accordance with International Accounting Standard (“IAS”) 38. All research
costs are expensed when incurred.
Selling and marketing expenses.
Selling and marketing expenses consist primarily of compensation and related costs for personnel engaged in customer service, sales and
sales support functions, as well as advertising and promotional expenditures.
General and administrative expenses.
General and administrative expenses primarily consist of compensation and related costs for personnel and include costs related to the
Company’s facilities, and its finance, human resources, doubtful debts, and legal organizations, as well as fees for professional
services. Professional services are principally comprised of external legal, information technology consulting and outsourcing services
that are not directly related to our other operational expenses.
Depreciation and amortization.
Depreciation and amortization primarily consist of depreciation of fixed assets, amortization of intangible assets, depreciation and amortization
of right of use assets, and amortization on unfavorable contracts.
Other expenses, net. Other
expenses, net includes losses and revaluation on sales of business units and remeasurement of net investment in a finance lease.
Financing income. Financing
income primarily consists of foreign currency gains and interest income.
Financing expenses. Financing
expenses primarily include exchange rate differences, interest expenses, and bank fees.
Taxation. Taxation consists
primarily of income taxes related to the jurisdictions in which we conduct business. Our effective tax rate is affected by non-deductible
expenses net of tax-exempt income, utilization of tax losses from prior years for which deferred taxes were not created, effect on deferred
taxes at a rate different from the primary tax rate, effect of reduced tax rates on preferred loss or income, recognition of deferred
taxes for tax losses and benefits from previous years for which deferred taxes were not created in the past, recognition in temporary
differences for which deferred taxes are not recognized and foreign tax rate differential. As of December 31, 2025, we had tax loss carryforwards
totaling $24.5 million (2024: $51.6 million) in operating loss, which will begin to expire in 2032; $256.6 million (2024: $265.9 million)
in operating loss carryforwards, which can be utilized through 2074; and $29.5 million 2024: $29.5 million) in capital loss carry forwards
from the U.S. Additionally, we had $25.0 million (2024: $27.8 million) in operating loss carry forwards, $0.5 million (2024: $2.8 million)
in capital loss carryforwards from Israel; and $20.1 million (2024: $18.7 million) operating loss carryforwards from other international
jurisdictions.
51
Results of Operations
The following tables set forth our results of operations in U.S.
dollars and as a percentage of revenue for the years indicated.
|
Year Ended December 31, 2025 |
Year Ended December 31, 2024 |
|||||||||||||||
|
(In thousands) |
As a % of revenue |
(In thousands) |
As a % of revenue |
|||||||||||||
|
Revenue
|
$ |
364,780 |
100.0 |
% |
$ |
365,477 |
100.0 |
% | ||||||||
|
Cost of revenue (exclusive of depreciation and amortization
shown separately below) |
54,979 |
15.1 |
61,020 |
16.7 |
||||||||||||
|
Research and development
|
58,059 |
15.9 |
49,992 |
13.7 |
||||||||||||
|
Selling and marketing
|
122,975 |
33.7 |
112,227 |
30.7 |
||||||||||||
|
General and administrative
|
33,194 |
9.1 |
41,237 |
11.3 |
||||||||||||
|
Depreciation and amortization
|
63,124 |
17.3 |
58,676 |
16.1 |
||||||||||||
|
Other expenses, net
|
— |
— |
1,504 |
0.4 |
||||||||||||
|
Profit from operations
|
32,449 |
8.9 |
40,821 |
11.2 |
||||||||||||
|
Financing income
|
(7,010 |
) |
(1.9 |
) |
(6,657 |
) |
(1.8 |
) | ||||||||
|
Financing expenses
|
2,200 |
0.6 |
8,946 |
2.4 |
||||||||||||
|
Financing expenses (income), net |
(4,810 |
) |
(1.3 |
) |
2,289 |
0.6 |
||||||||||
|
Profit before taxes on income |
37,259 |
10.2 |
38,532 |
10.5 |
||||||||||||
|
Tax expenses
|
12,216 |
3.3 |
3,095 |
0.8 |
||||||||||||
|
Profit for the year
|
25,043 |
6.9 |
35,437 |
9.7 |
||||||||||||
|
Foreign currency translation differences for foreign operation
|
2,824 |
0.8 |
(35 |
) |
— |
|||||||||||
|
Total comprehensive income for the year
|
$ |
27,867 |
7.6 |
% |
$ |
35,402 |
9.7 |
% | ||||||||
52
Year Ended December 31, 2025 compared to Year Ended
December 31, 2024
|
Year Ended December 31, |
Change |
|||||||||||||||
|
2025 (In thousands) |
2024 (In thousands) |
$ |
% |
|||||||||||||
|
(in thousands, except for percentages)
|
||||||||||||||||
|
Revenue
|
$ |
364,780 |
$ |
365,477 |
$ |
(697 |
) |
(0.2 |
)% | |||||||
Revenue decreased by $0.7 million, or 0.2%, to $364.8 million for
the year ended December 31, 2025, from $365.5 million for the year ended December 31, 2024. The decrease was driven by a 41.1% decline
in gross Performance (non-programmatic) revenue, largely offset by a 5.0% increase in programmatic revenue. Performance (non-programmatic)
revenue weakness was attributable to our diminishing focus on our non-core, non-programmatic business line amid our efforts to accelerate
programmatic revenue growth, which we view as our core business. Programmatic revenue growth was driven by strength across Desktop Video
and data products but constrained by several factors that impacted the business in the second half of the year, particularly in Q4 2025.
These factors included macroeconomic uncertainty, more competitive CPMs, spend reductions by certain customers driven by evolving U.S.
trade dynamics and tariffs, the absence of political advertising spend compared to 2024, and a significant reduction in spending by one
DSP customer within the Company’s open marketplace (“OMP”) channel as part of that customer’s SPO initiatives.
Cost of revenue
|
Year Ended December 31, |
Change |
|||||||||||||||
|
2025 (In thousands) |
2024 (In thousands) |
$ |
% |
|||||||||||||
|
(in thousands, except for percentages)
|
||||||||||||||||
|
Cost of revenue (exclusive of depreciation and amortization)
|
$ |
54,979 |
$ |
61,020 |
$ |
(6,041 |
) |
(9.9 |
)% | |||||||
Cost of revenue (exclusive of depreciation and amortization)
decreased by $6.0 million, or 9.9%, to $55.0 million for the year ended December 31, 2025, from $61.0 million for the year ended December
31, 2024. The decrease was driven primarily by a $10.4 million decrease in Performance (non-programmatic) costs, consistent with the corresponding
decline in Performance (non-programmatic) revenue, partially offset by a $4.3 million increase related to efforts necessary to expand
the Company’s data capabilities and capacity as part of a strategic partnership.
Research and development expenses
|
Year Ended December 31, |
Change |
|||||||||||||||
|
2025 (In thousands) |
2024 (In thousands) |
$ |
% |
|||||||||||||
|
(in thousands, except for percentages)
|
||||||||||||||||
|
Research and development
|
$ |
58,059 |
$ |
49,992 |
$ |
8,067 |
16.1 |
% | ||||||||
Research and development expenses increased by $8.1 million, or
16.1%, to $58.1 million for the year ended December 31, 2025, from $50.0 million for the year ended December 31, 2024. The increase was
primarily driven by a $9.3 million increase in salaries and wages, reflecting higher headcount associated with AI-centric product investments
focused on enhancing the Nexxen Data Platform and Discovery tool, alongside a $2.2 million increase in share-based compensation. These
increases were partially offset by a $2.0 million increase in capitalized product innovation costs, and a $1.5 million decrease from the
elimination of an external product service consultant relationship from 2024 after bringing expertise in-house.
53
Selling and marketing expenses
|
Year Ended December 31, |
Change |
|||||||||||||||
|
2025 (In thousands) |
2024 (In thousands) |
$ |
% |
|||||||||||||
|
(in thousands, except for percentages)
|
||||||||||||||||
|
Selling and marketing
|
$ |
122,975 |
$ |
112,227 |
$ |
10,748 |
9.6 |
% | ||||||||
Selling and marketing expenses increased by $10.8 million, or 9.6%,
to $123.0 million for the year ended December 31, 2025, from $112.2 million for the year ended December 31, 2024. The increase was attributable
to a $4.6 million increase related to strategic consulting services focused on brand optimization and data and dashboard analytics capabilities,
a $3.4 million increase in share-based compensation, and a $2.7 million increase in salaries and wages.
General and administrative expenses
|
Year Ended December 31, |
Change |
|||||||||||||||
|
2025 (In thousands) |
2024 (In thousands) |
$ |
% |
|||||||||||||
|
(in thousands, except for percentages)
|
||||||||||||||||
|
General and administrative
|
$ |
33,194 |
$ |
41,237 |
$ |
(8,043 |
) |
(19.5 |
)% | |||||||
General and administrative expenses decreased by $8.0 million,
or 19.5%, to $33.2 million for the year ended December 31, 2025, from $41.2 million for the year ended December 31, 2024. The decrease
was primarily driven by a $9.2 million reduction in doubtful debt expenses due to improved collections, a $1.6 million decrease in expenses
following the Company’s 2025 Trading Structure Changes, and a $0.8 million decrease in legal expenses. These decreases were partially
offset by a $2.0 million increase in salaries and wages, a $0.5 million increase in rent expenses, and a $1.0 million increase in share-based
compensation.
Depreciation and amortization expenses
|
Year Ended December 31, |
Change |
|||||||||||||||
|
2025 (In thousands) |
2024 (In thousands) |
$ |
% |
|||||||||||||
|
(in thousands, except for percentages)
|
||||||||||||||||
|
Depreciation and amortization
|
$ |
63,124 |
$ |
58,676 |
$ |
4,448 |
7.6 |
% | ||||||||
Depreciation and amortization expenses increased by $4.5 million,
or 7.6%, to $63.1 million for the year ended December 31, 2025, from $58.7 million for the year ended December 31, 2024. The increase
was primarily driven by a $6.6 million increase related to the reassessment of the useful life of an unfavorable contract following changes
in commercial circumstances and market terms in 2024, a $3.8 million increase in amortization of internally developed software, and a
$1.2 million increase in depreciation on lease agreements. These increases were partially offset by a $6.4 million decrease in customer
relationship amortization and a $0.9 million decrease in server depreciation.
54
Other expenses, net
|
Year Ended December 31, |
Change |
|||||||||||||||
|
2025 (In thousands) |
2024 (In thousands) |
$ |
% |
|||||||||||||
|
(in thousands, except for percentages)
|
||||||||||||||||
|
Other expenses, net
|
$ |
— |
$ |
1,504 |
$ |
(1,504 |
) |
(100.0 |
)% | |||||||
Other expenses, net decreased by $1.5 million, or 100.0%,
to $0.0 million for the year ended December 31, 2025, from $1.5 million for the year ended December 31, 2024. The decrease was due to
a $1.5 million expense recorded in 2024 related to the remeasurement of the Company’s net investment in a finance lease, with no
comparable expense in 2025.
Financial expenses, net
|
Year Ended December 31, |
Change |
|||||||||||||||
|
2025 (In thousands) |
2024 (In thousands) |
$ |
% |
|||||||||||||
|
(in thousands, except for percentages)
|
||||||||||||||||
|
Financial income
|
$ |
(7,010 |
) |
$ |
(6,657 |
) |
$ |
(353 |
) |
5.3 |
% | |||||
|
Financial expenses
|
$ |
2,200 |
$ |
8,946 |
$ |
(6,746 |
) |
(75.4 |
)% | |||||||
|
Financial expenses (income), net |
$ |
(4,810 |
) |
$ |
2,289 |
$ |
(7,099 |
) |
(310.1 |
)% | ||||||
Net financial expenses (income) decreased by $7.1 million,
or 310.1%, to $4.8 million income for the year ended December 31, 2025, from $2.3 million expense for the year ended December 31, 2024.
The decrease was primarily driven by a $3.3 million reduction related to foreign currency exchange rate fluctuations, a $3.0 million decrease
in interest expenses following the 2024 repayment of the loan associated with the acquisition of Amobee, a $1.8 million benefit related
to interest and linkage for prior years’ tax prepayments, and a $1.1 million hedging income. These decreases were partially offset
by a $2.2 million decline in interest income on cash and cash equivalents.
Tax expenses
|
Year Ended December 31, |
Change |
|||||||||||||||
|
2025 (In thousands) |
2024 (In thousands) |
$ |
% |
|||||||||||||
|
(in thousands, except for percentages)
|
||||||||||||||||
|
Tax expenses
|
$ |
12,216 |
$ |
3,095 |
$ |
9,121 |
294.7 |
% | ||||||||
Tax expenses increased by $9.1 million, or 294.7%, to $12.2 million
for the year ended December 31, 2025 from $3.1 million for the year ended December 31, 2024. The difference between the effective tax
rate in 2025 of 33% and the Israeli corporate tax rate of 23% primarily reflects the impact of taxes in foreign and state jurisdictions,
non-deductible expenses, and temporary differences for exchange rate differences for which deferred taxes were not recognized. These impacts
were partially offset by a utilization and recognition of losses and benefits from previous years for which deferred taxes were not created
in the past, as well as differences between the measurement basis for tax purposes and financial reporting purposes (mainly related to
share based compensation and research and development tax credits).
The difference between the effective tax rate in 2024 of 8% and the Israeli corporate
tax rate of 23% primarily reflects the impact of taxes in foreign and state jurisdictions, differences between the measurement basis for
tax purposes and financial reporting purposes (mainly related to share based compensation and research and development tax credits), temporary
differences for depreciation income for which deferred taxes were not recognized and U.S. research and development tax credits from previous
years. These impacts were partially offset by an assessment received in 2025 from the Israeli tax authorities for the tax years up to
and including the year ended December 31, 2024, as well as non-deductible expenses.
55
Total comprehensive income for the year
|
Year Ended December 31, |
Change |
|||||||||||||||
|
2025 (In thousands) |
2024 (In thousands) |
$ |
% |
|||||||||||||
|
(in thousands, except for percentages)
|
||||||||||||||||
|
Total comprehensive income for the year |
$ |
27,867 |
$ |
35,402 |
$ |
(7,535 |
) |
(21.3 |
)% | |||||||
|
Total comprehensive income margin |
7.6 |
% |
9.7 |
% |
||||||||||||
Total comprehensive income decreased by $7.5 million, or 21.3%,
to $27.9 million for the year ended December 31, 2025, from $35.4 million for the year ended December 31, 2024. The decrease was largely
attributable to a $10.4 million decline in annual profit, partially offset by a $2.8 million fluctuation in foreign currency translation
differences for foreign operations. Total comprehensive income margin decreased to 7.6% for the year ended December 31, 2025, from 9.7%
for the year ended December 31, 2024. The margin decrease was driven primarily by a 294.7% increase in tax expenses offset by a 310.1%
increase in financial income.
Key Performance Indicators and Other Operating Metrics
We review the following indicators to measure our performance,
identify trends affecting our business, formulate business plans, and make strategic decisions. Increases or decreases in our key performance
indicators may not correspond with increases or decreases in our revenue. In this section, we use the following terms:
“Programmatic”
refers to revenue generated from our end-to-end programmatic advertising platform, which uses software and algorithms to match buyers
and sellers of digital advertising in a technology-driven marketplace. Transactions in our Programmatic business lines are executed in
milliseconds.
“Performance”
refers to revenue generated from our non-core, non-programmatic performance business lines consisting primarily of mobile-based solutions
that help brands reach their users. Revenue generated in our Performance (non-programmatic) business lines is contingent on the occurrence
of performance-based metrics, such as app downloads and installations.
The following tables summarize the key performance indicators that
we use to evaluate our business for the years presented.
Programmatic and Performance (Non-Programmatic)
Revenue by Media Type and Device
The following table summarizes Programmatic and Performance (non-programmatic)
revenue by selected media type and device for the years ended December 31, 2025 and 2024.
Yearly revenue matrix
|
2025 Revenue |
2024 Revenue |
|||||||||||||||||||||||
|
(in thousands except percentages) |
Programmatic |
Performance |
Group |
Programmatic |
Performance |
Group |
||||||||||||||||||
|
Video |
$ |
242,040 |
— |
$ |
242,040 |
$ |
232,371 |
— |
$ |
232,371 |
||||||||||||||
|
CTV(1)
|
45 |
% |
— |
45 |
% |
49 |
% |
— |
49 |
% | ||||||||||||||
|
Mobile(1)
|
29 |
% |
— |
29 |
% |
30 |
% |
— |
30 |
% | ||||||||||||||
|
Desktop(1)
|
18 |
% |
— |
18 |
% |
13 |
% |
— |
13 |
% | ||||||||||||||
|
Other(1)
|
8 |
% |
— |
8 |
% |
8 |
% |
— |
8 |
% | ||||||||||||||
|
Display |
$ |
74,771 |
$ |
24,153 |
$ |
98,924 |
$ |
79,057 |
$ |
41,011 |
$ |
120,068 |
||||||||||||
|
Other(2)
|
$ |
23,816 |
— |
$ |
23,816 |
$ |
13,038 |
— |
$ |
13,038 |
||||||||||||||
|
Total Group |
$ |
340,627 |
$ |
24,153 |
$ |
364,780 |
$ |
324,466 |
$ |
41,011 |
$ |
365,477 |
||||||||||||
| (1) |
Percent of total Video revenue. |
| (2) |
“Other” revenue in 2025 includes revenue generated from ATV, data products, audio and technology licensing. Growth in
“Other” revenue in 2025 was driven primarily by increased revenue from data products and technology licensing. |
56
Selected Device – CTV
|
Year Ended December 31, 2025 |
Year Ended December 31, 2024 |
% Change |
||||||||||
|
Revenue (in thousands) |
$ |
109,432 |
$ |
113,752 |
(3.8 |
)% | ||||||
|
% of Programmatic revenue |
32 |
% |
35 |
% |
||||||||
CTV revenue decreased by $4.3 million, or 3.8%, to $109.4 million
for the year ended December 31, 2025, from $113.8 million for the year ended December 31, 2024. CTV was impacted by a variety of
factors observed primarily in the second half of the year, particularly Q4 2025. Those factors included macroeconomic uncertainty, more
competitive CTV CPMs, CTV advertising spend reductions by certain customers due to evolving U.S. trade dynamics and tariffs, the absence
of political CTV advertising spend compared to 2024, and a significant reduction in CTV advertising spend by one DSP customer within our
OMP channel, driven by that customer’s SPO initiatives. We believe we remain well-positioned to grow CTV revenue over time due to
our robust CTV-centric technology capabilities and differentiated CTV data and media assets, alongside growing industry adoption of programmatic
CTV advertising.
Selected Media Type – Video
|
Year Ended December 31, 2025 |
Year Ended December 31, 2024 |
% Change |
||||||||||
|
Revenue (in thousands) |
$ |
242,040 |
232,371 |
4.2 |
% | |||||||
|
% of Programmatic revenue |
71 |
% |
72 |
% |
||||||||
Video revenue increased to $242.0 million for the year ended December
31, 2025, from $232.4 million for the year ended December 31, 2024. The increase was driven by growth in Desktop Video revenue, partially
offset by declines in Mobile Video and CTV revenue. While overall Video revenue increased year-over-year in 2025, growth was constrained
by several factors observed primarily in the second half of the year, particularly Q4 2025. Those factors included macroeconomic uncertainty,
more competitive CPMs, advertising spend reductions by certain customers related to evolving U.S. trade dynamics and tariffs, the absence
of political advertising spend compared to 2024, and a significant reduction in advertising spend by one DSP customer within our OMP channel,
driven by that customer’s SPO initiatives. We believe we remain well-positioned to grow Video revenue over time due to our strategic
focus on the format, robust Video-centric technology and data capabilities, and growing adoption of programmatic Video advertising.
57
|
Other Key Financial Metrics |
Year Ended December 31, |
|||||||
|
2025 |
2024 |
|||||||
|
IFRS measures |
||||||||
|
Revenue (in thousands) |
$ |
364,780 |
$ |
365,477 |
||||
|
Gross profit (in thousands)(1)
|
$ |
258,889 |
$ |
257,085 |
||||
|
Total comprehensive income |
$ |
27,867 |
$ |
35,402 |
||||
|
Total comprehensive income margin |
7.6 |
% |
9.7 |
% | ||||
|
Non-IFRS measures |
||||||||
|
Contribution ex-TAC (in thousands)(2)
|
$ |
353,129 |
$ |
343,501 |
||||
|
Adjusted EBITDA (in thousands)(3)
|
$ |
115,141 |
$ |
114,555 |
||||
|
Adjusted EBITDA margin(3)
|
31.6 |
% |
31.3 |
% | ||||
| (1) |
Gross profit is defined as total revenue for the year adjusted for cost of revenues (exclusive of depreciation and amortization)
and depreciation and amortization attributable to cost of revenue. |
Gross profit is a supplemental measure of our financial performance
that is not required by, or presented in the financial statements, and should not be viewed in isolation.
| (2) |
Contribution ex-TAC is defined as our gross profit plus depreciation and amortization attributable to cost of revenue and cost of
revenue (exclusive of depreciation and amortization) minus Performance (non-programmatic) media costs (as defined below) (“traffic
acquisition costs” or “TAC”), as we arrange the transfer of such costs from the supplier to the customer through the
use of our platform and do not control such features prior to the customer transfer. |
Contribution ex-TAC is a supplemental measure of our financial
performance that is not required by, or presented in accordance with, IFRS. Contribution ex-TAC should not be considered as an alternative
to gross profit as a measure of financial performance. Contribution ex-TAC is a non-IFRS financial measure and should not be viewed in
isolation. We include Contribution ex-TAC in this Annual Report because we believe it is a useful measure in assessing the performance
of Nexxen because it facilitates a consistent comparison against our core business without considering the impact of traffic acquisition
costs related to revenue reported on a gross basis.
| (3) |
Adjusted EBITDA is defined as total comprehensive income for the year adjusted for foreign currency translation differences for foreign
operations, financial expenses (income), net, tax expenses, depreciation and amortization, stock-based compensation expenses, delisting
related one-time costs and other expenses, net. Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue in this
Annual Report. |
Adjusted EBITDA is a non-IFRS financial metric. Adjusted EBITDA
is included in this Annual Report because it is a key metric used by management and our board of directors to assess our financial performance.
Adjusted EBITDA is frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. Management
believes that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do
not relate directly to the performance of the underlying business.
58
The following table reconciles Contribution ex-TAC to the most
directly comparable IFRS financial performance measure, which is gross profit:
|
Year Ended December 31, |
||||||||
|
(in thousands) |
2025 |
2024 |
||||||
|
Revenue
|
$ |
364,780 |
$ |
365,477 |
||||
|
Cost of revenue (exclusive of depreciation and amortization)
|
(54,979 |
) |
(61,020 |
) | ||||
|
Depreciation and amortization attributable to cost of revenue |
(50,912 |
) |
(47,372 |
) | ||||
|
Gross profit (IFRS)
|
258,889 |
257,085 |
||||||
|
Depreciation and amortization attributable to cost of revenue |
50,912 |
47,372 |
||||||
|
Cost of revenue (exclusive of depreciation and amortization)
|
54,979 |
61,020 |
||||||
|
Performance media cost (a) |
(11,651 |
) |
(21,976 |
) | ||||
|
Contribution ex-TAC (Non-IFRS)
|
$ |
353,129 |
$ |
343,501 |
||||
| (a) |
Represents the costs of purchases of impressions from publishers on a cost per thousand impression basis in our Performance (non-programmatic)
business lines. |
The following table reconciles Adjusted EBITDA to the most directly
comparable IFRS financial performance measure, which is total comprehensive income for the year:
|
Year Ended December 31, |
||||||||
|
(in thousands) |
2025 |
2024 |
||||||
|
Total comprehensive income for the year
|
$ |
27,867 |
$ |
35,402 |
||||
|
Foreign currency translation differences for foreign operation
|
(2,824 |
) |
35 |
|||||
|
Taxes expenses
|
12,216 |
3,095 |
||||||
|
Financial expenses (income), net
|
(4,810 |
) |
2,289 |
|||||
|
Depreciation and amortization
|
63,124 |
58,676 |
||||||
|
Stock-based compensation expenses
|
18,048 |
11,460 |
||||||
|
Other expenses, net
|
— |
1,504 |
||||||
|
Delisting related one-time costs
|
1,520 |
2,094 |
||||||
|
Adjusted EBITDA
|
$ |
115,141 |
$ |
114,555 |
||||
Contribution ex-TAC
Contribution ex-TAC increased by 2.8% to $353.1 million for the
year ended December 31, 2025, from $343.5 million for the year ended December 31, 2024. Growth was driven by a 5.0% increase in Programmatic
revenue, partially offset by a 34.3% decline in net Performance (non-programmatic) revenue. The Contribution ex-TAC increase was driven
by strength in our programmatic business lines, fueled by increased self-service, and multi-solution, enterprise customer adoption and
platform utilization, alongside Desktop Video revenue growth, and increased tech licensing and data products revenue. The increase was
partially offset by several factors which impacted the business in 2025, primarily in the second half of the year, and particularly in
Q4 2025. Those factors included macroeconomic uncertainty, more competitive CPMs, advertising spend reductions by certain customers related
to evolving U.S. trade dynamics and tariffs, the absence of political advertising spend compared to 2024 (approximately $10 million),
and a significant reduction in advertising spend by one DSP customer within our OMP channel, driven by that customer’s SPO initiatives.
Adjusted EBITDA
Adjusted EBITDA increased modestly by $0.6 million from $114.6
million for the year ended December 31, 2024, to $115.1 million for the year ended December 31, 2025. The increase was driven by a $7.1
million improvement in net financial income (following a net financial expense in 2024), $1.5 million decrease in other expenses, net,
and a $0.6 million decrease in delisting-related one-time costs, largely offset by a $7.5 million decrease in total comprehensive income,
$9.1 million increase in tax expenses, $2.9 million impact from foreign currency translation differences for foreign operations, $4.4
million increase in depreciation and amortization and $6.6 million increase in stock-based compensation expenses.
59
Key Operating Metrics
|
Year Ended December 31, |
||||||||
|
2025 |
2024 |
|||||||
|
Active customers |
||||||||
|
Number of active customers(1)
|
627 |
653 |
||||||
|
Gross profit per active customer (in thousands)
|
$ |
413 |
$ |
394 |
||||
|
Contribution ex-TAC retention rate(2)
|
92 |
% |
102 |
% | ||||
|
Active publishers |
||||||||
|
Number of active publishers(3)
|
1,304 |
1,516 |
||||||
|
Ad impressions |
||||||||
|
Number of ad impressions(4) (in millions)
|
247,764 |
227,990 |
||||||
| (1) |
An active customer is defined as an advertiser, agency, trading desk or third-party DSP, which we have a direct relationship with,
that has used our platform within a trailing 365-day period. |
| (2) |
Contribution ex-TAC retention rate is defined as Contribution ex-TAC generated in the year ended December 31, 2025 from customers
that were existing customers as of December 31, 2024 as a percentage of the Contribution ex-TAC generated in the year ended December 31,
2024 from the same group of customers. Contribution ex-TAC retention rate is intended to provide an aggregated view of positive and negative
changes for the same group of customers over a 12-month period, including customer attrition, customer renewal, service upgrades and service
downgrades. |
| (3) |
An active publisher is defined as a publisher or third-party SSP that has used our platform within a trailing 365-day period.
|
| (4) |
An ad impression refers to each time an ad is displayed within our platform. |
5.B. LIQUIDITY AND CAPITAL RESOURCES
Overview
As of December 31, 2025, we had cash and cash equivalents of $133.3
million and working capital, consisting of current operating assets less current operating liabilities, of $75.3 million. We believe our
working capital is sufficient for our present working capital requirements. Additionally, we believe our existing cash resources, ability
to generate cash from operating activities and access to external financing sources, will be sufficient to support our long-term liquidity
needs beyond the next 12 months, including liquidity needed for strategic initiatives and potential investments.
The following table presents the summary consolidated cash flow
information for the years presented.
|
2025 |
2024 |
|||||||
|
(in thousands) |
(as reported) |
(as reported) |
||||||
|
Net cash provided by operating activities
|
$ |
110,109 |
$ |
150,835 |
||||
|
Net cash used in investing activities
|
(48,622 |
) |
(21,212 |
) | ||||
|
Net cash used in financing activities
|
(117,524 |
) |
(174,744 |
) | ||||
Net cash provided by operating activities was $110.1 million for
the year ended December 31, 2025, derived from total profit of $25.0 million, adjusted for $88.5 million of non-cash items, including
$63.1 million of depreciation and amortization, $18.0 million of share-based compensation expenses, and $12.2 million of tax expenses
and a $0.2 million remeasurement of net investment in a finance lease, partially offset by $5.1 million of net finance income. Operating
cash flow also reflected $5.6 million of net cash used in changes in working capital and other operating activities, including a $21.9
million decrease in accounts receivable, a $21.3 million decrease in accounts payable, $6.2 million of net income taxes paid, net, and
$2.4 million of net interest received, consisting of $4.4 million of interest received and $2.0 million of interest paid.
Net cash provided by operating activities was $150.8 million for
the year ended December 31, 2024, derived from total profit of $35.4 million, adjusted for $76.7 million of non-cash items, including
$58.7 million of depreciation and amortization, $11.4 million of share-based compensation expenses, $2.0 million of net finance expenses,
$3.1 million of tax expenses, and a $1.5 million remeasurement of net investment in a finance lease. Additionally, there was $38.4 million
of net cash used in changes in working capital and other operating activities, including a $14.5 million increase in accounts receivable,
a $57.7 million increase in accounts payable, $4.8 million of net income taxes paid, net, and $0.2 million of net interest received, consisting
of $6.6 million of interest received and $6.4 million of interest paid.
60
Net cash used in investing
activities
Net cash used in investing activities was $48.6 million for the
year ended December 31, 2025, primarily driven by a $20.0 million investment in V shares, $17.6 million related to the acquisition and
capitalization of intangible assets, $12.1 million related to the acquisition of fixed assets, and $0.3 million related to pledged deposits.
These uses of cash were partially offset by $1.2 million of lease payment receipts and $0.1 million of repayments on a loan to a third
party.
Net cash used in investing activities was $21.2 million for the
year ended December 31, 2024, consisting primarily of $15.8 million for the acquisition and capitalization of intangible assets and $7.7
million for the acquisition of fixed assets, partially offset by $0.4 million of pledged deposits, $1.8 million of lease payment receipts,
and $0.1 million of repayments on a loan to a third party.
Net cash used in financing
activities
Net cash used in financing activities was $117.5 million for the
year ended December 31, 2025, primarily driven by $101.7 million related to the repurchase of the Company’s shares and $16.3 million
related to lease repayments. These uses of cash were partially offset by $0.4 million of proceeds from the exercise of share options.
Net cash used in financing activities was $174.7 million for the
year ended December 31, 2024, primarily driven by $60.7 million related to the repurchase of the Company’s shares, $100 million
related to the repayment of a long-term loan, and $15.1 million related to lease repayments. These uses of cash were partially offset
by $1.1 million of proceeds from the exercise of share options.
Credit agreement
In September 2022, Nexxen Group US Holdings Inc. (f/k/a Unruly
Group US Holding Inc.) entered into a $90 million senior secured term loan facility (the “Term Loan Facility”) and a $90 million
senior secured revolving credit facility with a $15 million letter of credit sub-facility (the “Revolving Credit Facility”).
The Company used the net proceeds of the Term Loan Facility and $10 million of net proceeds of the Revolving Credit Facility to fund a
portion of the cash consideration required to close its acquisition of Amobee. On April 9, 2024, the Company repaid its outstanding Term
Loan Facility in full, together with its then outstanding Revolving Credit Facility borrowings, in the total amount of $100 million. No
early termination penalties were incurred. Following such repayment, the Revolving Credit Facility remained available with no amounts
outstanding.
On May 29, 2025, the Company entered into a second amendment to
the credit agreement (the “Second Amendment”), pursuant to which, among other things, the total committed Revolving Credit
Facility was reduced from $90 million to $50 million and the maturity date of the Revolving Credit Facility was extended to September
2027. As of December 31, 2025, no amounts were outstanding under the Revolving Credit Facility. The Revolving Credit Facility bears interest,
at the Company’s discretion, at a base rate plus a margin ranging from 0.75% to 1.25% per annum or at a SOFR rate plus a margin
ranging from 1.75% to 2.25% per annum, in each case plus a credit spread adjustment of 0.10% to 0.25% based on the interest period duration
of the applicable borrowing, with the applicable margin determined by reference to the Company’s consolidated total net leverage
ratio. The Revolving Credit Facility may be borrowed, repaid, and re-borrowed until its maturity, and the Company may prepay amounts outstanding
thereunder at its discretion without premium or penalty.
The Company is also obligated to pay a commitment fee on the undrawn
amounts of the Revolving Credit Facility at an annual rate ranging from 0.20% to 0.35%, determined by the Company’s total net leverage
ratio. The Revolving Credit Facility requires compliance with various financial and non-financial covenants, including affirmative and
negative covenants. The financial covenants require that the total net leverage ratio not exceed 3x and the interest coverage ratio not
be less than 4x, in each case measured as of the end of each fiscal quarter. As of December 31, 2025, the Company was in compliance with
all related covenants. The letter of credit sub-facility includes a fee at a rate per annum equal to the applicable margin for SOFR Loans
then in effect on the daily maximum amount then available to be drawn as well as a fronting fee equal to 0.125% per annum along with other
standard fees.
Nexxen Group US Holdings Inc.’s obligations under the Revolving
Credit Facility is (i) jointly and severally guaranteed by Nexxen International Ltd. and certain of Nexxen International Ltd.’s
direct and indirect, existing and future wholly owned restricted subsidiaries, subject to certain exceptions and (ii) secured on a first-lien
basis by substantially all of the tangible and intangible assets of Nexxen Group US Holdings Inc. and the guarantors of the Revolving
Credit Facility, subject to certain permitted liens and other agreed upon exceptions.
61
Capital Expenditures
Our capital expenditures consist primarily of purchases of hardware
and software. During the years ended December 31, 2025 and 2024, our capital expenditures totaled $31.3 million and $22.7 million, respectively.
We expect to continue making capital expenditures to support the anticipated growth of our business, which we expect to fund from our
existing cash and cash equivalents.
Contractual Obligations
As of December 31, 2025 and 2024, our contractual obligations consist
of leases, trade, and other payables totaling $242,198 and $272,289, respectively. Of these amounts, $223,554 and $249,432 were due within
one year as of December 31, 2025 and 2024, respectively.
In addition, the Company has committed to a further equity investment
in V of $15 million, subject to the satisfaction of certain conditions precedent. The investment is expected to be completed in 2026.
5.C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES
Our business model enables us to invest in research and development,
which has supported the growth of our business. Our platform efficiently manages large volumes of complex data and is used in real-time
by both our advertiser and publisher customers. We remain committed to developing innovative technologies and rapidly introducing enhanced
functionalities to meet the evolving needs of our clients. As a result, we expect technology and development expenses to increase over
time as we continue to invest in our platform to accommodate higher advertising volumes and support our international expansion.
Our technology and development team is based mainly in the United
States and Israel, and is comprised of 284 employees.
Research and development expenses were $58.1 million and $50.0
million for the years ended December 31, 2025 and 2024, respectively, and accounted for 20.9% and 19.0% of our operating expenses in 2025
and 2024, respectively. Our success depends, in part, on our ability to protect the proprietary methods and technologies that we develop
or otherwise acquire. We rely on a combination of patent, trademark, copyright, trade secret laws, confidentiality procedures and contractual
provisions to protect our proprietary methods and technologies and own more than 50 patents in the United States. In 2025, we successfully
rebranded our Company’s various businesses under the name “Nexxen” and the associated Nexxen logo, to further promote
our unified service and product offerings. The Company has been working on this rebranding in its public facing assets. The Company has
obtained international trademark registrations for these trademarks. The Company has obtained trademark registrations in Australia, the
European Union, Israel, Mexico, Singapore, the United Kingdom, China, and the United States. The Company is actively prosecuting similar
trademark applications in Canada and Japan. The Company also uses and actively protects other trademarks in various jurisdictions and
holds trademark registrations for the Perk mark in the United States and the Perk logo in Australia, New Zealand, India, the European
Union, the United Kingdom, and WIPO. We generally enter into confidentiality and/or license agreements with our employees, consultants,
vendors and advertisers, and we generally limit access to, and distribution of, our proprietary information. We intend to pursue additional
intellectual property protection to the extent we believe it would be beneficial and cost effective.
5.D. TREND INFORMATION
Advertising Ecosystem.
We believe we are well positioned to benefit from several trends in the evolving advertising ecosystem, including: the continued proliferation
of digital media consumption; growing adoption of programmatic advertising; increasing advertiser focus on premium formats such as Video
and CTV; the shift of linear advertising budgets toward, and their convergence with, digital advertising budgets; the continued migration
of live sports to digital environments, including CTV; increased advertiser reliance on data-driven tools and AI; and the increasing sophistication
of the digital advertising landscape.
We address the digital advertising market through three core proprietary
offerings: a demand-side platform (“DSP”) that advertisers use to plan, activate, and manage digital advertising campaigns;
a supply-side platform (“SSP”) that digital publishers use to monetize inventory; and the Nexxen Data Platform, which integrates
directly with both our DSP and SSP to drive performance. Our Data Platform leverages large-scale data sets, advanced machine learning
techniques, and AI to generate audience insights and campaign recommendations. By contextualizing and synthesizing this data, the platform
is designed to provide advertisers with a more comprehensive and granular view of audiences across formats and devices, which can improve
campaign effectiveness and returns on advertising investments, while also supporting the optimization of digital publisher inventory monetization.
By combining these three proprietary solutions with integrations across industry-leading partners, we offer an end-to-end platform that
is designed to be flexible and scalable to meet our customers’ needs, while enabling us to operate across a broad and growing range
of digital advertising spend and verticals.
62
Over the past several years, the advertising environment has been
influenced by a combination of macroeconomic, geopolitical, and pandemic-related factors. In 2022 and 2023, advertisers faced challenges
from rising inflation, higher interest rates, and ongoing uncertainty related to the residual effects of the COVID-19 pandemic, which
in some cases led to reduced or delayed campaigns. In 2024, the industry benefitted from lower inflation, reduced interest rates, and
the U.S. election cycle, contributing to stronger advertising activity, although geopolitical hostilities and broader macroeconomic uncertainty
continued to impact advertiser budgets and spending to an extent. In 2025, the advertising environment remained generally positive, but
growth was constrained by: cautious and uneven consumer spending; macroeconomic and industry uncertainty; evolving U.S. and global trade
dynamics; ongoing geopolitical hostilities; tariffs; reduced political advertising spend compared to 2024; and increased supply path optimization
(“SPO”) efforts by larger DSPs within the industry. The Company believes many of these aforementioned challenges could continue
to impact advertising budgets and spending in 2026, however, the Company may also benefit from non-annual major advertising events occurring
in 2026, including the Winter Olympics, FIFA World Cup and U.S. mid-term election cycle.
5.E. CRITICAL ACCOUNTING ESTIMATES
Accounting Policies, Judgments and Estimates
We prepare our audited consolidated financial statements in accordance
with IFRS as issued by the IASB. In preparing our audited consolidated financial statements, we make assumptions, judgments and estimates
that can have a significant impact on amounts reported in our audited consolidated financial statements. We base our assumptions, judgments
and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results
could differ materially from these estimates under different assumptions or conditions. We regularly re-evaluate our assumptions, judgments
and estimates, which are described in Note 3 to our audited consolidated financial statements included elsewhere in this Annual Report.
Recently Issued Accounting Pronouncements
A description of recently issued accounting pronouncements that
may potentially impact our financial position, results of operations or cash flows is disclosed in Note 3 to our audited consolidated
financial statements included elsewhere in this Annual Report.
ITEM 6. DIRECTORS,
SENIOR MANAGEMENT AND EMPLOYEES
6.A. DIRECTORS AND SENIOR MANAGEMENT
Board of Directors and Senior Management
The following table sets forth information regarding our executive
officers and directors, including their ages as of February 28, 2026:
|
Name |
Age |
Position | ||
|
Executive Officers |
||||
|
Ofer Druker |
60 |
Chief Executive Officer and Director | ||
|
Sagi Niri |
54 |
Chief Financial Officer | ||
|
Yaniv Carmi |
44 |
Chief Operating Officer | ||
|
Directors |
||||
|
Christopher Stibbs
|
62 |
Non-Executive Chairperson | ||
|
Neil Jones |
59 |
Senior Non-Executive Director | ||
|
Lisa Klinger |
58 |
Non-Executive Director | ||
|
Daniel Kerstein
|
53 |
Non-Executive Director | ||
|
Rhys Summerton |
49 |
Non-Executive Director |
Directors
Christopher Stibbs. Christopher
Stibbs has served as a member of our board of directors since May 2019 and as our Non-Executive Chairperson since September
2020. Mr. Stibbs has over 25 years of experience as an executive in the media industry. From July 2013 to August 2019, he served as Chief
Executive of The Economist Group Ltd. (the “Economist Group”), a media company. Previously, he held a number of roles within
the group including head of the Economist Intelligence Unit (the group’s B2B arm) and Chief Financial Officer. He is credited with
overseeing the Economist Group’s resilience and transition through the unprecedented disruption experienced by the publishing industry
over the last 15 years. Prior to this, he held positions with Pearson (NYSE:PSO), a publishing company and Incisive Media, a B2B information
and events company. Mr. Stibbs is a fellow of the Associations of Chartered Accountants and Corporate Treasurers and currently serves
as a non-executive director at Oxford University Press and serves as a chairman of IBA Aviation.
63
Neil Jones. Neil Jones
has served as a member of our board of directors since 2014. Mr. Jones spent most of his executive career in the media sector leading the
Finance and M&A functions of UK listed and private equity backed businesses. He was Corporate Development Director of Inizio Group
Limited, the international life science services company created from the merger of UDG Healthcare plc and Huntsworth plc (“Huntsworth”)
from August 2021 until July 2025. Prior to that he was Chief Operating Officer and Chief Financial Officer at Huntsworth plc from February
2016. He joined Huntsworth from ITE Group plc, the international exhibitions group, where he held the position of Chief Financial Officer
from 2008 to 2016. Between 2003 and 2008, Mr. Jones was Chief Financial Officer at Tarsus Group plc, an international media company. Mr.
Jones has a B.A. in Economics from the University of Manchester and completed his ACA in July 1990 with PricewaterhouseCoopers.
Lisa Klinger. Lisa
Klinger has served as a member of our board of directors since April 2021. Ms. Klinger has nearly 30 years of experience in international
finance. Most recently, between 2018 and 2019, Ms. Klinger served as Chief Financial Officer at Ideal Image Development Corp, an L Catterton
portfolio company and the largest U.S. retail provider of nonsurgical cosmetic and aesthetic procedures. Prior to that, between 2016 and
2017, she held the role of Chief Financial and Administrative Officer at Peloton Interactive Inc., (NASDAQ:PTON), the leading connected
fitness platform. Ms. Klinger's previous Chief Financial Officer roles include Vince Holding Corp. (NYSE:VNCE), a fashion apparel company
and The Fresh Market, Inc., a specialty food retailer. At both companies, Ms. Klinger led go-public processes and subsequently served
on the Executive Leadership team of the public entities. Ms. Klinger also held senior finance roles at Limited Brands and at Michael’s
Stores, Inc. where she was Senior Vice President, Finance and Treasurer, and Acting Chief Financial Officer. She currently serves on the
Board of Directors and as Audit Committee Chair of Emerald Holdings, Inc. (NYSE:EEX), a leading U.S. business-to-business platform producer
of trade shows, events, conferences, marketing, and B2B software solutions, since 2018, and also serves on the Board of Directors and
both the Audit Committee and Compensation Committee of The Container Store Group, Inc. (NYSE:TCS), the leading specialty retailer of storage,
organization products, custom closets and in-home services in North America. Ms. Klinger also served on the Board of Directors and Audit
Committee of Party City Holdco, Inc. (NYSE:PRTY), a vertically integrated party goods supplier and retailer from 2015 to 2021. Ms. Klinger
holds a B.S.B.A. in Finance from Bowling Green State University.
Daniel Kerstein. Daniel
Kerstein has served as a member of our board of directors since December 2023. Currently, Mr. Kerstein holds the position of Managing
Director, M&A, Head of Structuring Solutions and Shareholder Advisory at TD Securities. From
2011 through 2023, Mr. Kerstein held the position of Managing Director, M&A and Global Head of Activist Defense and ESG Advisory at
Barclays, where he managed a global team of bankers focused on activist-shareholder defense and ESG advisory. From 2007 through 2011,
Mr. Kerstein held the position of Managing Director, Global Finance at Barclays and Lehman Brothers where he led a team of structuring
experts, lawyers and accountants, applying accounting, tax, regulatory and general financial expertise to address changing market and
regulatory environments to create innovative financial products and strategic alternatives focused on maximizing corporate and shareholder
value and improving company returns. Mr. Kerstein joined Lehman Brothers in 2003 from Merrill Lynch. From 1997 through 2003, Mr. Kerstein
held the position Vice President, Corporate Finance Investment Banking at Merrill Lynch. Mr. Kerstein holds a B.A. from CUNY, Queens College
and a J.D. from Harvard Law School.
Rhys Summerton. Rhys
Summerton has served as a member of our board of directors since December 2023. From 2014 through the present, Mr. Summerton holds the
position of Fund Manager and Investor at Milkwood Capital, a long-term, value-oriented, global investment company. During this time, Mr.
Summerton has successfully promoted the value realization of a number of investments through efficient capital allocation and decision
making. From 2009 to 2013, Mr. Summerton held the position of Managing Director and Global Head of Emerging Market Equity Research at
Citigroup, managing the number 1 ranked research franchise. Prior to that, Mr. Summerton was a telecoms and media analyst at Citigroup
and Cazenove. Mr. Summerton is a Chartered Accountant, through Ernst & Young.
64
Executive Officers
Ofer Druker. Ofer Druker
has served as our Chief Executive Officer and as a member of our board of directors since April 2019 following the
completion of the merger with RhythmOne, a digital advertising technology company. From November 2017 to April 2019, Mr. Druker served
as our Executive Chairman of the Tremor Video division and was instrumental in our successful integration of Tremor Video after its acquisition
in August 2017. Previously, Mr. Druker was the founder and Chief Executive Officer of Matomy Media Group Ltd. (LSE:MTMY), a data-driven
advertising company (“Matomy”) until April 2017, having built Matomy from its inception in 2007 into a digital media company.
Mr. Druker was responsible for leading and integrating Matomy’s most important strategic transactions, including the acquisitions
of Team Internet, Media Whiz, Mobfox and Optimatic.
Sagi Niri. Sagi Niri
has served as our Chief Financial Officer since March 2020. Mr. Niri previously served as a member of our board of directors from June
2020 until August 2024. Mr. Niri has over 20 years of experience in finance and leadership
roles in the technology and real estate sectors. Mr. Niri previously served as Chief Executive Officer of Labs (“Labs”), and
Chief Financial Officer of LabTech Investments Ltd., Labs’ parent company, which owns and manages office, retail and residential
real estate in London. In addition, Mr. Niri spent over nine years at Matomy, initially as Chief Operating Officer/Chief Financial Officer
and more recently as Chief Executive Officer. Mr. Niri is a member of the Institute of Certified Public Accountants in Israel and holds
an M.B.A. in Finance from Manchester University and a B.A. in Corporate Finance from the College of Management in Israel.
Yaniv Carmi. Yaniv
Carmi has served as our Chief Operating Officer since March 2020. Mr. Carmi previously served
as a member of our board of directors from 2014 until November 2024 and as our Chief Financial Officer from January 2010 to March 2020.
He is currently responsible for the delivery of our business plan and driving our growth ambitions. Mr. Carmi was instrumental in our
initial public offering of our ordinary shares on AIM in 2014 and in the subsequent global expansion in operations, including significant
M&A activity. He is an experienced finance professional, whose previous roles include tax and audit senior at KPMG Israel. Mr. Carmi
is also a Certified Public Accountant and holds a B.A. in Economics and Accounting from Ben-Gurion University and an M.B.A. in Financial
Management from Tel Aviv University.
Arrangements Concerning Election of Directors; Family Relationships
We are not a party to, and are not aware of, any arrangements pursuant
to which any of our senior management members or directors was selected as such. In addition, there are no family relationships among
our senior management members or directors.
6.B. COMPENSATION
Aggregate Compensation of Office Holders
The aggregate compensation, including share-based compensation,
paid by us and our subsidiaries to our executive officers and executive and non-executive directors for the year ended December 31, 2025
was approximately $9.7 million. This amount includes approximately $0.4 million set aside or accrued to provide pension, severance, retirement
or similar benefits or expenses, but does not include business travel, relocation, professional and business association dues and expenses
reimbursed to office holders, and other benefits commonly reimbursed or paid by companies in Israel.
As of December 31, 2025, 380,693 RSUs and PSUs granted to our executive
officers and a director were outstanding under our equity incentive plans.
Compensation Disclosure in Accordance with Israeli Law
The table below is required under applicable Israeli Law and sets
forth the compensation earned by our five most highly compensated office holders during or with respect to the year ended December 31,
2025. We refer to the five individuals for whom disclosure is provided herein as our “Covered Executives.” For purposes of
the table and the summary below, “compensation” includes base salary, bonuses, equity-based compensation, retirement or termination
payments, and any benefits or perquisites such as car, phone and social benefits, as well as any undertaking to provide such compensation
in the future.
65
Summary Compensation Table
|
Information Regarding Covered Executives(1)
|
||||||||||||||||||||
|
Name and Principal Position(2)
|
Base Salary |
Benefits and Prerequisites (3)
|
Variable Compensation (4)
|
Equity-Based Compensation (5)
|
Total |
|||||||||||||||
|
Ofer Druker, Chief Executive
Officer |
$ |
750,000 |
$ |
108,946 |
$ |
2,345,876 |
$ |
1,478,799 |
$ |
4,683,621 |
||||||||||
|
Yaniv Carmi, Chief Operating
Officer |
$ |
600,000 |
$ |
83,866 |
$ |
652,768 |
$ |
765,647 |
$ |
2,102,281 |
||||||||||
|
Sagi Niri, Chief Financial
Officer |
$ |
450,000 |
$ |
157,817 |
$ |
627,595 |
$ |
1,020,854 |
$ |
2,256,266 |
||||||||||
|
Karim Rayes, Chief Product
Officer |
$ |
450,000 |
$ |
72,979 |
$ |
552,076 |
$ |
756,399 |
$ |
1,831,454 |
||||||||||
|
Chance Johnson, Chief
Commercial Officer |
$ |
400,000 |
$ |
67,741 |
$ |
630,338 |
$ |
1,136,174 |
$ |
2,234,253 |
||||||||||
| (1) |
In accordance with Israeli law, all amounts reported in the table are in terms of cost to the Company, as recorded in our audited
consolidated financial statements for the year ended December 31, 2025. |
| (2) |
All current officers listed in the table are full-time employees. Cash compensation amounts denominated in currencies other than
the U.S. dollar were converted into U.S. dollars at the average conversion rate for the year ended December 31, 2025. |
| (3) |
Amounts reported in this column include benefits and perquisites, including those mandated by applicable law. Such benefits and perquisites
may include, to the extent applicable to each executive, payments, contributions and/or allocations for savings funds, pension, severance,
vacation, medical insurances and benefits, risk insurances (such as life, disability and accident insurances), convalescence pay, payments
for Medicare and social security, tax gross-up payments and other benefits and perquisites consistent with our guidelines, regardless
of whether such amounts have actually been paid to the executive. |
| (4) |
Amounts reported in this column refer to variable compensation such as earned commissions, incentives and earned or paid bonuses
as recorded in our audited consolidated financial statements for the year ended December 31, 2025. |
| (5) |
Amounts reported in this column represent the expense recorded in our audited consolidated financial statements for the year ended
December 31, 2025 with respect to equity-based compensation, reflecting also equity awards made in previous years which have vested during
the current year and beyond. Assumptions and key variables used in the calculation of such amounts are described in Note 17 to our audited
consolidated financial statements, which are included in this Annual Report. |
Executive Officers
Chief Executive Officer and Executive Director.
Ofer Druker, our Chief Executive Officer and executive director, currently receives an annual base salary of $750,000, and he is eligible
for a target annual bonus of 0% to 200% of his base salary ($1.5 million) with an over-achievement rate capped at 150% of the target annual
bonus (300% base salary), effective for fiscal years 2025, 2026 and 2027, subject to compliance with annual performance criteria to be
determined by the compensation committee each year.
In 2024, our compensation committee, board of directors (without
the attendance or vote of Mr. Druker) and shareholders approved granting Mr. Druker an RSU award with a target value of $437,500 (43,750
RSUs) and a PSU award with a target grant value of $1,312,500 (131,250 PSUs) pursuant to our Global Share Incentive Plan (2011), as amended
(the “2011 Plan”). The RSU award vested in full 12 months after the date the grant was approved by the Board (August 25, 2025),
and the PSU award is subject to both performance- and time-based vesting conditions; performance measurement periods of two years (27%
of the PSUs) and one year (73% of the PSUs), and subject to the achievement of pre-defined Adjusted EBITDA and relative Total Shareholder
Return (“TSR”) threshold, target and maximum goals set by the compensation committee. As of February 28, 2026, the first tranche
of the PSUs was vested, with an achievement rate of 132% (total: 126,473 PSUs). The vesting of the remaining unvested awards shall accelerate
in full in connection with a termination of employment within 3 months prior to or 12 months following the consummation of a change in
control of the Company. In such an event, all outstanding equity compensation awards held by Mr. Druker at such time shall immediately
vest in full, with any applicable performance conditions deemed to be achieved at target. The approval further included a new equity award
termination provision, by which if Mr. Druker elects to leave (retire) at any point after January 1, 2026 by providing the board of directors
at least 6 months’ prior written notice, his unvested RSUs and PSUs will continue to vest in full post-retirement and payout on
the standard vesting/payout dates and based on the same payout factor (percent of target) as other participants, reasonable support for
transition prior to retirement and assuming he complies with post-retirement restrictive covenants.
66
In 2025, our compensation committee and board of directors (without
the attendance or vote of Mr. Druker) approved and on January 6, 2026, our shareholders approved granting Mr. Druker a new time-based
cash award with a target value of $437,500 and a new performance-based cash award with a target grant value of $1,312,500. The time-based
cash award shall vest in full, 12 months after the date the grant was approved by the Board (May 13, 2026), provided Mr. Druker is engaged
by the Company on the vesting date, and the performance-based cash award is subject to both performance- and time-based vesting conditions;
performance measurement periods of two years (41% of the performance-based cash award) and one year (59% of the performance-based cash
award), and subject to the achievement of pre-defined Adjusted EBITDA and relative TSR threshold, target and maximum goals set by the
compensation committee. Above-target payout can be up to 1.5x target grant ($) value.
The cash awards are subject to “double trigger” acceleration,
meaning vesting will accelerate in full upon both (1) change of control acceleration and (2) termination of employment without cause.
In such event, all outstanding performance-based and time-based cash compensation awards held by the CEO at such time shall immediately
vest in full, with any applicable performance conditions deemed to be achieved at target. If Mr. Druker elects to leave (retire) after
January 1, 2027, and provides at least 6 months prior written notice to the Board, his unvested performance-based and time-based cash
awards will continue to vest post-retirement on their regular schedule, subject to continued compliance with post-retirement restrictive
covenants and reasonable transition support.
Chief Operating Officer.
Yaniv Carmi, our Chief Operating Officer, has a current annual base salary of $600,000, and he is eligible for a target annual bonus opportunity
equal to 80% of his annual base salary (or $480,000) up to a maximum payout of 150% of the target annual amount bonus for outperformance
(or $720,000), subject to compliance with annual performance criteria to be determined by the compensation committee each year. Mr. Carmi
is entitled to a special bonus of £300,000 (or $403,152) in the event of a company sale (or a pro rata portion in the case of a partial
sale).
In 2024, our compensation committee and board of directors approved
granting Mr. Carmi an annual grant of 91,463 RSUs and 39,199 PSUs, based on a target grant value of $750,000 and a target vehicle mix
of 70% RSUs and 30% PSUs, pursuant to our 2017 Plan (as defined below). The RSUs grant vested in full on June 30, 2025. The
PSUs will vest over a period of three years, with 33.33% vesting each year subject to (i) Mr. Carmi continuing to be employed
by the group on the applicable vesting date, and (ii) meeting related pre-defined one, two- and three-year Adjusted EBITDA and Relative
TSR performance goals as determined by the compensation committee. As of February 28, 2026, the first tranche of the PSUs was vested,
with an achievement rate of 130% (total: 16,987 PSUs). The vesting of the remaining unvested awards shall accelerate in full in connection
with a termination of employment within 3 months prior to or 12 months following the consummation of a change in control of the Company.
In such an event, all outstanding equity compensation awards held by Mr. Carmi at such time shall immediately vest in full, with any applicable
performance conditions deemed to be achieved at target.
In 2025, our compensation committee and board of directors approved
granting Mr. Carmi an annual grant of 56,540 RSUs and 24,232 PSUs, based on a target grant value of $750,000 and a target vehicle mix
of 70% RSUs and 30% PSUs, pursuant to our 2017 Plan. These RSUs grant shall vest fully one year following grant, subject to Mr.
Carmi continuing to be employed by the group on the applicable vesting date. These PSUs will vest over a period of three years,
with 67% vesting after two years and 33% vesting after three years, subject to (i) Mr. Carmi continuing to be employed by the group
on the applicable vesting date, and (ii) meeting related pre-defined two- and three-year Adjusted EBITDA and Relative TSR performance
goals, as determined by the compensation committee.
The vesting of the RSUs and PSUs shall accelerate in full in connection
with a termination of employment within 3 months prior to or 12 months following the consummation of a change in control of the Company.
In such an event, all outstanding equity compensation awards held by Mr. Carmi at such time shall immediately vest in full, with any applicable
performance conditions deemed to be achieved at target.
Chief Financial Officer.
Sagi Niri, our Chief Financial Officer, has a current annual base salary of $450,000 and he is eligible for a target annual bonus opportunity
equal to up to 100% of his annual base salary (or $450,000) with an over-achievement rate capped at 150% of the target annual bonus
(or $675,000), subject to compliance with annual performance criteria to be determined by the compensation committee each year.
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In 2024, our compensation committee and board of directors approved
granting Mr. Niri an annual grant of 121,951 RSUs and 52,265 PSUs, based on a target grant value of $1,000,000 and a target vehicle mix
of 70% RSUs and 30% PSUs, pursuant to our 2011 Plan. The RSUs grant vested in full on June 30, 2025. The PSUs will vest over
a period of three years, with 33.33% vesting each year subject to (i) Mr. Niri continuing to be employed by the group on the
applicable vesting date, and (ii) meeting related pre-defined one, two- and three-year Adjusted EBITDA and Relative TSR performance goals
as determined by the compensation committee. As of February 28, 2026, the first tranche of the PSUs was vested, with an achievement rate
of 130% (total: 22,647 PSUs).
The vesting of the remaining unvested awards shall accelerate in
full in connection with a termination of employment within 3 months prior to or 12 months following the consummation of a change in control
of the Company. In such an event, all outstanding equity compensation awards held by Mr. Niri at such time shall immediately vest in full,
with any applicable performance conditions deemed to be achieved at target.
In 2025, our compensation committee and board of directors approved
granting Mr. Niri an annual grant of 75,386 RSUs and 32,309 PSUs, based on a target grant value of $1,000,000 and a target vehicle mix
of 70% RSUs and 30% PSUs, pursuant to our 2011 Plan. These RSUs grant shall vest fully one year following grant, subject to Mr.
Niri continuing to be employed by the group on the applicable vesting date. These PSUs will vest over a period of three years, with
67% vesting after two years and 33% vesting after three years, subject to (i) Mr. Niri continuing to be employed by the group on
the applicable vesting date, and (ii) meeting related pre-defined two- and three-year Adjusted EBITDA and Relative TSR performance goals
as determined by the compensation committee.
The vesting of the RSUs and PSUs shall accelerate in full in connection
with a termination of employment within 3 months prior to or 12 months following the consummation of a change in control of the Company.
In such an event, all outstanding equity compensation awards held by Mr. Niri at such time shall immediately vest in full, with any applicable
performance conditions deemed to be achieved at target.
In January 2025, the compensation committee and the board of directors
approved a cash-based incentive opportunity, of up to $2.2 million per year in the aggregate for the Company’s executive leadership
team (ELT) members (including Mr. Carmi and Mr. Niri), that vests ratably over two years (2025-2026) intended as a supplement to the annual
equity awards provided, considering market competitive total annual long-term incentive award target grant values.
In February 2026, the compensation committee and the board of directors
approved (x) a special retention bonus of $250,000 for Mr. Niri payable upon the earlier of (i) January 31, 2027 subject to Mr. Niri’s
continued service as the Company’s Chief Financial Officer through December 31, 2026, and (ii) 30 days after the date Mr. Niri ceases
to serve as the Company’s Chief Financial Officer, either (A) due to the Company appointing a new Chief Financial Officer to replace
Mr. Niri, or (B) due to a change in control of the Company; and (y) to accelerate the vesting of Mr. Niri’s RSUs and PSUs, as well
as any additional equity awards granted to Mr. Niri after such date, such that any not yet vested awards, shall automatically vest on
the earlier of (i) March 31, 2027, subject to Mr. Niri’s continued employment as the Company’s Chief Financial Officer through
December 31, 2026, in which case the Company shall continue to employ Mr. Niri on the same terms and conditions from January 1, 2027 through
March 31, 2027, and (ii) three month after the date Mr. Niri ceases to serve as the Company’s Chief Financial Officer, either (A)
due to the Company appointing a new Chief Financial Officer to replace Mr. Niri, or (B) due to a change in control of the Company.
Non-Executive Directors Compensation
Effective April 1, 2025, we pay an annual cash retainer of $60,000
for each non-executive member of the board of directors, an annual cash retainer of $7,500 for service on the Audit Committee, $7,500
for service on the Compensation Committee, and $2,500 for service on the Sustainability, Nominating and Governance (SNG) Committee. In
addition, we pay an additional annual cash retainer for committee chairs of $25,000 for the Audit Committee, $25,000 for the Compensation
Committee, and $7,500 for the SNG Committee, as well as an annual cash retainer of $70,000 for the non-executive Chair of the Board, and
an annual incremental cash retainer of $25,000 was approved for the Lead Independent Director (or Senior Independent Director).
In addition, following each annual general meeting at which a non-executive
director is elected or reelected (commencing January 6, 2026), we also grant each non-executive director RSUs with a value of $150,000,
with a one-year vesting period, with vesting acceleration in the event of death or long-term defined disability. In connection with the
annual general meeting held on January 6, 2026, each non-executive director was granted an additional equity grant on the date of the
meeting, consisting of fully vested RSUs with a value of $150,000 to compensate for 2025 (in addition to the new annual equity grant).
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Equity Incentive Plans
2011 Equity Incentive Plan
We maintain the 2011 Plan, under which we may grant equity-based
incentive awards to attract, motivate and retain the talent for which we compete.
The 2011 Plan is administered by our board of directors with the
assistance of the compensation committee, and provides for the grant of options, restricted shares and restricted stock units.
The 2011 Plan provides for granting awards under various tax regimes,
including, without limitation, in compliance with Section 102 of the Israeli Income Tax Ordinance (New Version), 5721-1961 (the “Ordinance”).
Section 102 of the Ordinance allows employees, directors and officers who are not controlling shareholders and are considered Israeli
residents to receive favorable tax treatment for compensation in the form of shares, restricted stock units or options, subject to the
terms and conditions set forth in the Ordinance. Our non-employee service providers and controlling shareholders may only be granted awards
under section 3(i) of the Ordinance, which does not provide for similar tax benefits.
2017 Equity Incentive Plan
We maintain the 2017 Plan under which we may grant equity-based
incentive awards to attract, motivate and retain the talent for which we compete.
The 2017 Plan is administered by our board of directors with the
assistance of the compensation committee.
The 2017 Plan provides for granting awards under various tax regimes,
including, without limitation, awards granted to our United States employees or service providers, including those who are deemed to be
residents of the United States for tax purposes, Section 422 of the Internal Revenue Code (the “IRC”) and Section 409A of
the IRC.
The 2017 Plan provides for the grant of stock options (including
incentive stock options and nonqualified stock options), restricted shares, restricted stock units, performance bonus awards, performance
units and performance shares. Options granted under the 2017 Plan to our employees who are U.S. residents may qualify as “incentive
stock options” within the meaning of Section 422 of the IRC, or may be non-qualified stock options.
In connection with the Reverse Split completed on February 14,
2025, the number of shares that may be delivered under each of the 2011 Plan and 2017 Plan and the number and price of shares covered
by each outstanding award under the 2011 Plan and 2017 Plan, were proportionally adjusted by the board of directors to reflect the Reverse
Split and the consolidation at the ratio of one New Ordinary Share for each two old ordinary shares, with any fractional share resulting
from such adjustment rounded down to the nearest whole number.
On February 28, 2026, a total of 263,425 options to purchase Shares,
with a weighted average exercise price of $15.44 per share and 3,554,100 RSUs and PSUs were outstanding under the 2011 Plan and 2017 Plan,
collectively. As of February 28, 2026, 3,895,969 Shares were available for future issuance under the 2011 Plan and 2017 Plan, collectively.
2025 Tender Offer for Underwater
Options
In May 2025, we completed a cash tender offer to cancel certain
outstanding employee stock options that had exercise prices significantly greater than the current market price of our ordinary shares,
with the goal of providing eligible employees with means to realize value for these options, reduce potential future dilution and increase
the number of shares available under our share incentive plans.
The offer expired on May 30, 2025. Participation was
voluntary and limited to employees holding options with exercise prices of $14.44 or $21.52 per share. Each validly tendered option with
a $14.44 exercise price was purchased for $2.08 per share, and each option with a $21.52 exercise price was purchased for $0.78 per share.
A total of 95 eligible holders participated, tendering options to purchase an aggregate of 857,816 ordinary shares, and we accepted all
such options for cancellation, resulting in a total cash payment of $878,674.33, less applicable tax withholdings, to participating employees.
Our Executive Compensation Program
Below is a description of our executive compensation objectives
and programs, as well as a description of the processes supporting decisions related to executive compensation by our compensation committee
with respect to 2025.
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Objectives and Philosophy
Our executive compensation programs are designed and administered
to balance and support the achievement of near-term operational results and long-term growth goals with the ultimate objective of increasing
shareholder value and retaining talent viewed as important to supporting our ongoing growth and success. The principal elements of an
executive’s total compensation are: base salary, annual cash bonus, and long-term equity incentives.
Nexxen’s “pay for performance” philosophy regarding
executive compensation intends to reward our executives for their contributions to the Company’s annual, mid- and long-term performance
by tying a significant portion of their total compensation to key business drivers and shareholder value. Reflecting our pay-for-performance
philosophy, a significant portion of our executives' compensation could be paid out above target when results exceed performance goals,
be paid out below target when results fall below performance goals, or not be paid at all if results do not achieve a threshold level
of performance.
In general, we intend for the annual target total direct compensation
(salary, annual incentive and long-term incentives) of our executives to be positioned within a competitive range of market median (see
below for how “market” is generally defined by our compensation committee). Actual pay outcomes may vary above or below target
based on actual financial and share price performance outcomes. Variations in target total direct compensation among our executives reflect
differences in competitive pay for their respective roles as well as the size and complexity of their area of oversight within the business,
key competencies, and individual performance.
Shareholder Engagement
We are committed to ongoing engagement with our shareholders. Our
Board, the compensation committee, and our management team value the input and opinions of our shareholders. The compensation committee
strives to ensure our executive compensation program supports and aligns with the interests of our long-term shareholders and adheres
to our pay for performance philosophy.
Our engagement efforts take place throughout the year through meetings,
telephone calls, participation in conferences, and correspondence between our board members and/or senior management and representatives
of our shareholders. The feedback we receive from our investors throughout our yearly engagement efforts is considered by our compensation
committee in its discussions and decision-making.
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2025 Decisions for Target Executive Pay Levels and Program Design
|
Pay Program Element
|
Description |
|
Executive Pay Philosophy Focused on Market Median |
The compensation committee, supported by its independent compensation consultant, reviewed target pay levels,
and considered potential changes to target annual pay levels, of our executives relative to our committee-approved executive compensation
philosophy. In general, we intend for the target total pay of our executives, on average, to be positioned within a competitive range
of market median for comparable roles.
Target total pay for our leadership team was found to be positioned between market 25th
percentile and median, on average, which was primarily the result of 2025 equity awards with below median target grant values. If an annualized
portion of the special 2-year cash incentive is included, target total pay for our leadership team was found to be positioned near market
median, aligned with our executive compensation philosophy. Our compensation committee reviews target pay levels for our leadership team
versus market, and considers if changes are appropriate, on an annual basis, taking into account market benchmarking and other external
and internal factors.
Over time, our intent is for the actual pay delivered to our executives to be commensurate (directionally
aligned) with actual company financial performance outcomes and shareholder value creation, through an emphasis on performance-based pay.
|
|
Executive Compensation Benchmarking Peer Group (Committee decisions consider new consistent
size- and industry- appropriate market data) |
The compensation committee approved a peer group consisting of 12 public companies, considering input from
its independent compensation consultant and management, against which it reviews benchmark comparisons for executive pay levels and pay
practices. The peer group companies are all broadly similar to Nexxen in terms of size, business, operating characteristics and competition
for executive talent. At 2025 year-end, Nexxen revenue and market capitalization were both positioned near peer group median (53rd and
56th percentile, respectively). |
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Incentive Programs and Awards for our Executives
|
Pay Program Element |
Description |
|
Bonus Program
(pre-defined goals and potential payout leverage that encourage outperformance
vs. plan) |
1) Bonus program with pre-defined goals where
payout can range from 0% to 150% of individual-by-individual target ($) values; potential for above target payout is very common
market practice.
2) Revenue metric weighted 65% and EBITDA metric
weighted 35%.
|
|
Equity Awards (no single-trigger grants) |
All equity grants included double-trigger change-in-control vesting provisions. |
|
Performance Share Units (PSUs)
(pre-defined multi-year goals that encourage outperformance vs. plan
and market)
(absolute and relative performance metrics)
(reinforce importance of share price performance) |
1) 2025 grants had multi-year performance
and vesting periods (2- and 3-years), with 2-year weighting 67% and 3-year weighted 33% for all leadership team members except CEO, with
pre-defined EBITDA and relative Total Shareholder Return (“TSR”) goals. The metrics were selected given the importance we
place on EBITDA growth in achieving our multi-year objectives, and also to balance line-of-sight for our executives with a clear emphasis
on the importance of both absolute and relative share price performance.
2) Payout may range from 0% to 150% of target
share units based on actual results versus pre-defined threshold, target, and maximum performance goals.
a. For EBITDA, weighted 50%, “target”
payout aligns with achieving budget/Plan for the performance period.
b. For relative TSR, weighted 50%, “target”
payout is provided for median performance versus our executive compensation benchmarking peer group (see below for detail); maximum payout
(150% of target) is provided for top quartile relative TSR metric; threshold payout (50% of target) is provided for 25th
relative TSR; and no payout is provided for bottom quartile relative TSR. |
|
Share Ownership Guideline for CEO
(reinforces, internally and externally, significant level of share
ownership) |
We adopted a minimum CEO share ownership guideline of 6.0x base salary. Mr. Druker’s ownership exceeds
this minimum expectation. |
Our Equity Awards – Share Utilization
|
Pay Program Element |
Description |
|
Review of Share Utilization on at least Annual Basis
(ongoing focus on prudent use of equity-based pay overall and to executives)
|
With support from its independent compensation consultant, the compensation committee reviews market benchmark
data and comparisons on a regular basis, such as Nexxen’s equity burn rate relative to peer group companies. Equity burn rate, a
measure of potential dilution from equity grants during a defined period of time, can be defined as the sum of shares, share units and
share options granted in a given period of time, divided by ordinary shares outstanding. Nexxen’s 2024 and 2025 equity burn rate
was found to be positioned near the peer group’s 25th
percentile, and Nexxen’s 3-year average equity burn rate was found to be positioned below the peer group’s 25th
percentile.
The compensation committee also reviewed Nexxen’s equity overhang versus market, a measure of potential
dilution from shares available for grant and outstanding equity grants from pay programs. Nexxen’s equity overhang was found to
be positioned below the 25th percentile of the peer group
companies, both during 2025 and also after approval of our recent new share request. Equity overhang can be defined as: ((shares available
for grant + outstanding shares/units + outstanding share options) ÷ (basic ordinary shares outstanding + the numerator)).
|
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6.C. BOARD PRACTICES
Corporate Governance Practices; External Directors
As an Israeli company, we are subject to various corporate governance
requirements under the Companies Law, including the requirement to appoint at least two external directors to the board of directors.
However, pursuant to regulations promulgated under the Companies Law, companies with shares or ADSs traded on certain U.S. stock exchanges,
including Nasdaq, may, subject to certain conditions, “opt out” from the Companies Law requirements to appoint external directors
and related Companies Law rules concerning the composition of the audit committee and compensation committee of the board of directors
(other than the gender diversification rule under the Companies Law, which requires the appointment of a director from the other gender
if at the time a director is appointed all members of the board of directors are of the same gender).
In connection with the IPO, we elected to “opt out”
from such requirements of the Companies Law effective upon the closing of the IPO in June 2021. Under these regulations, the exemptions
from such Companies Law requirements will continue to be available to us so long as: (i) we do not have a “controlling shareholder”
(as such term is defined under the Companies Law), (ii) our securities are traded on certain U.S. stock exchanges, including Nasdaq, and
(iii) we comply with the director independence requirements and the audit committee and compensation committee composition requirements
under U.S. laws (including applicable rules of Nasdaq) applicable to U.S. domestic issuers.
We are a “foreign private issuer” (as such term is
defined in Rule 405 under the Securities Act). As a foreign private issuer, we are permitted to comply with Israeli corporate governance
practices instead of the corporate governance rules of Nasdaq, provided that we disclose which requirements we are not following and the
equivalent Israeli requirement.
We rely on this “foreign private issuer exemption”
with respect to the quorum requirement for shareholder meetings. As permitted under the Companies Law, pursuant to our amended and restated
articles of association, the quorum required for an ordinary meeting of shareholders consists of at least two shareholders present in
person, by proxy or by other voting instrument in accordance with the Companies Law who hold at least 25% of the voting power of our shares
(and if the meeting is adjourned for a lack of quorum, the quorum for such adjourned meeting will be, subject to certain exceptions, any
number of shareholders), instead of 33-1/3% of the issued share capital as required under the corporate governance rules of Nasdaq. We
otherwise comply with the rules generally applicable to U.S. domestic companies listed on Nasdaq. We may, however, in the future decide
to use the “foreign private issuer exemption” and opt out of some or all of the other corporate governance rules.
Board of Directors
Under the Companies Law and our amended and restated articles of
association, our business and affairs are managed under the direction of our board of directors. Our board of directors may exercise all
powers and may take all actions that are not specifically granted to our shareholders or to executive management. Our Chief Executive
Officer (referred to as a “general manager” under the Companies Law) is responsible for our day-to-day management. Our Chief
Executive Officer is appointed by, and serves at the discretion of, our board of directors, subject to the employment agreement that we
have entered into with him. All other executive officers are appointed by the Chief Executive Officer, subject to applicable corporate
approvals, and are subject to the terms of any applicable employment or consulting agreements that we may enter into with them.
Under our amended and restated articles of association, the number
of directors on our board of directors will be no less than four and no more than eleven directors. Our board of directors currently has
six directors. At each annual general meeting of our shareholders, the election or re-election of directors following the expiration of
the term of office of the directors will be for a term of office that expires on next annual general meeting following such election or
re-election.
Our directors are appointed by a simple majority vote of holders
of our ordinary shares, participating and voting at an annual general meeting of our shareholders, provided that (i) in the event
of a contested election, the method of calculation of the votes and the manner in which the resolutions will be presented to our shareholders
at the general meeting shall be determined by our board of directors in its discretion, and (ii) in the event that our board of directors
does not or is unable to make a determination on such matter, then the directors will be elected by a majority of the voting power represented
at the general meeting in person or by proxy and voting on the election of directors provided that if the number of nominees so elected
exceeds the number of directors that are proposed by the board of directors to be elected, then as among such elected nominees the election
shall be by a plurality of the votes cast. Each director holds office until the annual general meeting of our shareholders for the year
in which such director’s term expires, unless the tenure of such director expires earlier pursuant to the Companies Law or unless
such director is removed from office as described below.
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Under our amended and restated articles of association, the approval
of the holders of at least 65% of the total voting power of our shareholders is generally required to remove any of our directors from
office or amend the provision requiring the approval of at least 65% of the total voting power of our shareholders to remove any of our
directors from office. In addition, vacancies on our board of directors may only be filled by a vote of a simple majority of the directors
then in office. A director so appointed will hold office until the next annual general meeting of our shareholders for the election of
the class of directors in respect of which the vacancy was created, or in the case of a vacancy due to the number of directors being less
than the maximum number of directors stated in our amended and restated articles of association, until the next annual general meeting
of our shareholders for the election of the class of directors to which such director was assigned by our board of directors.
Chairperson of the Board
Our amended and restated articles of association provide that the
chairperson of the board of directors is appointed by the members of the board of directors from among them. Under the Companies Law,
the chief executive officer of a public company, or a relative of the chief executive officer, may not serve as the chairperson of the
board of directors, and the chairperson of the board of directors, or a relative of the chairperson, may not be vested with authorities
of the chief executive officer unless approved by a special majority of the company’s shareholders. The shareholders’ approval
can be effective for a period of up to three years.
In addition, a person who is subordinated, directly or indirectly,
to the chief executive officer may not serve as the chairperson of the board of directors, the chairperson of the board of directors may
not be vested with authorities that are granted to persons who are subordinated to the chief executive officer and the chairperson of
the board of directors may not serve in any other position in the company or in a controlled subsidiary, but may serve as a director or
chairperson of a controlled subsidiary.
Director Independence
A majority of our board of directors is independent. An “independent
director” is generally defined under the corporate governance rules of Nasdaq as a person, other than an executive officer of a
company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere
with the exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that
Neil Jones, Lisa Klinger, Daniel Kerstein, Christopher Stibbs and Rhys Summerton are independent under the corporate governance rules
of Nasdaq.
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Audit Committee
Companies Law Requirements
Under the Companies Law, the board of directors of a public company
must appoint an audit committee consisting of at least three directors.
Listing Requirements
Under the corporate governance rules of Nasdaq, we are required
to maintain an audit committee consisting of at least three independent directors, each of whom is financially literate and one of whom
has accounting or related financial management expertise.
Our audit committee consists of Neil Jones, Daniel Kerstein and
Lisa Klinger. Ms. Klinger serves as the chairperson of the audit committee. All members of our audit committee meet the requirements for
financial literacy under the applicable rules and regulations of the SEC and the corporate governance rules of Nasdaq. Our board of directors
has determined that Ms. Klinger is an audit committee financial expert as defined by the SEC rules and has the requisite financial experience
as defined by the corporate governance rules of Nasdaq.
Our board of directors has determined that each member of our audit
committee is “independent” as such term is defined in Rule 10A-3(b)(1) under the Exchange Act, which is different from the
general test for independence of board and committee members.
Audit Committee Role
Our board of directors has adopted an audit committee charter setting
forth the responsibilities of the audit committee, which are consistent with the Companies Law, the SEC rules and the corporate governance
rules of Nasdaq and include:
| • |
retaining and terminating our independent auditors, subject to ratification by the board of directors, and in the case of retention,
to ratification by the shareholders; |
| • |
pre-approving audit and non-audit services to be provided by the independent auditors and related fees and terms; |
| • |
overseeing the accounting and financial reporting processes of our company and audits of our financial statements, the effectiveness
of our internal control over financial reporting and making such reports as may be required of an audit committee under the rules and
regulations promulgated under the Exchange Act; |
| • |
reviewing with management and our independent auditor our annual and quarterly financial statements prior to publication or filing
(or submission, as the case may be) to the SEC; |
| • |
monitoring compliance with the Company’s Code of Ethics and Conduct, including enforcing the provisions of the Code of Ethics
and Conduct and investigating any alleged breach or violation; |
| • |
recommending to the board of directors the retention and termination of the internal auditor, and the internal auditor’s engagement
fees and terms, in accordance with the Companies Law as well as approving the yearly or periodic work plan proposed by the internal auditor;
|
| • |
reviewing with our general counsel and/or external counsel, as deemed necessary, legal and regulatory matters that could have a material
impact on the financial statements; |
| • |
identifying irregularities in our business administration by among other things, consulting with the internal auditor or with the
independent auditor, and suggesting corrective measures to the board of directors; |
| • |
reviewing and discussing with management risks faced by the Company and the Company’s policies with respect to risk assessment
and risk management, including ensuring that management has adequate processes in place to assess, identify cybersecurity risks and monitoring
the prevention, detection, mitigation and remediation of cybersecurity incidents; |
| • |
reviewing policies and procedures with respect to transactions between the Company and officers and directors (other than transactions
related to the compensation or terms of service of officers and directors), or affiliates of officers or directors, or transactions that
are not in the ordinary course of the Company’s business and deciding whether to approve such acts and transactions if so required
under the Companies Law; |
| • |
establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to
be provided to such employees; and |
| • |
reviewing and assessing the audit committee charter on an annual basis. |
A copy of the audit committee charter is available to investors
and others on our website at investors.nexxen.com/governance/governance-overview.
75
Compensation Committee
Companies Law Requirements
Under the Companies Law, the board of directors of a public company
must appoint a compensation committee consisting of at least three directors.
Listing Requirements
Under the corporate governance rules of Nasdaq, we are required
to maintain a compensation committee consisting of at least two independent directors.
Our compensation committee consists of Neil Jones, Lisa Klinger,
and Rhys Summerton. Mr. Jones serves as chairperson of the committee. Our board of directors has determined that each member of our compensation
committee is independent under the corporate governance rules of Nasdaq, including the additional independence requirements applicable
to the members of a compensation committee.
Compensation Committee Role
In accordance with the Companies Law, the roles of the compensation
committee are, among others, as follows:
| • |
making recommendations to the board of directors with respect to the approval of the compensation policy for office holders;
|
| • |
reviewing the implementation of the compensation policy and periodically making recommendations to the board of directors with respect
to any amendments or updates of the compensation policy; |
| • |
resolving whether or not to approve arrangements with respect to the terms of office and employment of office holders; and
|
| • |
exempting, under certain circumstances, transactions with our Chief Executive Officer from the approval of our shareholders.
|
Our board of directors has adopted a compensation committee charter
setting forth the responsibilities of the committee, which are consistent with the corporate governance rules of Nasdaq and include among
others:
| • |
recommending to our board of directors for its approval a compensation policy in accordance with the requirements of the Companies
Law as well as other compensation policies, incentive-based compensation plans and equity-based compensation plans, and overseeing the
development and implementation of such policies and recommending to our board of directors any amendments or modifications the committee
deems appropriate, including as required under the Companies Law; |
| • |
reviewing and approving the granting of options and other incentive awards to our Chief Executive Officer and other executive officers,
including reviewing and approving annual corporate goals and objectives relevant to the compensation of our Chief Executive Officer and
other executive officers, including evaluating their performance in light of such goals and objectives; |
| • |
approving and exempting certain transactions regarding office holders’ compensation pursuant to the Companies Law; |
| • |
administering our equity-based compensation plans, including without limitation, approving the adoption of such plans, amending and
interpreting such plans and the awards and agreements issued pursuant thereto, and making awards to eligible persons under the plans and
determining the terms of such awards; |
| • |
administering any policy regarding the recovery of incentive-based executive compensation, including without limitation to approve
the adoption of such plan, to amend and interpret the plan, and oversee the implementation and administration of such policy, unless otherwise
required to be done at the full board level; and |
| • |
reviewing and assessing the compensation committee charter on an annual basis. |
A copy of the compensation committee charter is available to investors
and others on our website at investors.nexxen.com/governance/governance-overview.
76
Compensation Policy under the Companies Law
In general, under the Companies Law, a public company must have
a compensation policy approved by its board of directors after receiving and considering the recommendations of the compensation committee.
The compensation policy must be based on certain considerations,
include certain provisions and reference certain matters as set forth in the Companies Law. The compensation policy must serve as the
basis for decisions concerning the financial terms of employment or engagement of office holders, including exculpation, insurance, indemnification
or any monetary payment or obligation of payment in respect of employment or engagement. The compensation policy must be determined and
later reevaluated according to certain factors, including: the advancement of the company’s objectives, business plan and long-term
strategy; the creation of appropriate incentives for office holders, while considering, among other things, the company’s risk management
policy; the size and the nature of the company’s operations; and with respect to variable compensation, the contribution of the
office holder towards the achievement of the company’s long-term goals and the maximization of its profits, all with a long-term
objective and according to the position of the office holder. The compensation policy must furthermore consider the following additional
factors:
| • |
the education, skills, experience, expertise and accomplishments of the relevant office holder; |
| • |
the office holder’s position and responsibilities; |
| • |
prior compensation agreements with the office holder; |
| • |
the ratio between the cost of the terms of employment of an office holder and the cost of the employment of other employees of the
company, including employees employed through contractors who provide services to the company, in particular the ratio between such cost
to the average and median salary of such employees of the company, as well as the impact of disparities between them on the work relationships
in the company; |
| • |
if the terms of employment include variable components — the possibility of reducing variable components at the discretion
of the board of directors and the possibility of setting a limit on the value of non-cash variable equity-based components; and
|
| • |
if the terms of employment include severance compensation — the term of employment or office of the office holder, the terms
of the office holder’s compensation during such period, the company’s performance during such period, the office holder’s
individual contribution to the achievement of the company goals and the maximization of its profits and the circumstances under which
he or she is leaving the company. |
77
The compensation policy must also include, among other things:
| • |
with regards to variable components: |
| • |
with the exception of office holders who report to the chief executive officer, a means of determining the variable components on
the basis of long-term performance and measurable criteria; provided that the company may determine that an immaterial part of the variable
components of the compensation package of an office holder shall be awarded based on non-measurable criteria, if such amount is not higher
than three months’ salary per annum, taking into account such office holder’s contribution to the company; |
| • |
the ratio between variable and fixed components, as well as the limit of the values of variable components at the time of their payment,
or in the case of equity-based compensation, at the time of grant; |
| • |
a condition under which the office holder will return to the company, according to conditions to be set forth in the compensation
policy, any amounts paid as part of the office holder’s terms of employment, if such amounts were paid based on information later
to be discovered to be wrong, and such information was restated in the company’s financial statements (this requirement is in addition
to the Incentive-Based Compensation Recoupment Policy we adopted in accordance with Nasdaq rules (a copy of which is filed as an exhibit
to this Annual Report on Form 20-F); |
| • |
the minimum holding or vesting period of variable equity-based components to be set in the terms of office or employment, as applicable,
while taking into consideration long-term incentives; and |
| • |
a limit to retirement grants. |
Our compensation policy was last amended by our compensation committee,
board of directors and shareholders on December 20, 2024 and is filed as an exhibit to this Annual Report.
Sustainability, Nominating and Governance Committee
Our sustainability, nominating and governance committee consists
of Neil Jones, Lisa Klinger, Daniel Kerstein, Christopher Stibbs and Rhys Summerton. Mr. Stibbs serves as chairperson of the committee.
Our board of directors has adopted a sustainability, nominating and governance committee charter setting forth the responsibilities of
the committee, which include:
| • |
overseeing and assisting our board in reviewing and recommending nominees for election as directors; |
| • |
assessing the performance of the members of our board; |
| • |
establishing and maintaining effective corporate governance policies and practices, including, but not limited to, developing and
recommending to our board a set of corporate governance guidelines applicable to our business; |
| • |
overseeing our policies, programs and strategies related to environmental, social and governance; and |
| • |
reviewing and assessing the sustainability, nominating and governance committee charter on an annual basis. |
A copy of the sustainability, nominating and governance committee
charter is available to investors and others on our website at investors.nexxen.com/governance/governance-overview.
Compensation of Directors and Executive Officers
Directors
Under the Companies Law, the compensation of our directors requires
the approval of our compensation committee, the subsequent approval of the board of directors and, unless exempted under regulations promulgated
under the Companies Law, the approval of the shareholders at a general meeting. We do not have any written agreement with any director
providing for benefits upon the termination of such director’s relationship with our Company. If the compensation of our directors
is inconsistent with our stated compensation policy, then those provisions that must be included in the compensation policy according
to the Companies Law must have been considered by the compensation committee and board of directors, and shareholder approval will also
be required, provided that:
| • |
at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest
in such matter, present and voting at such meeting, are voted in favor of the compensation package, excluding abstentions; or |
| • |
the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such matter voting
against the compensation package does not exceed two percent (2%) of the aggregate voting rights in the Company. |
Executive Officers other than the Chief Executive
Officer
The Companies Law requires the approval of the compensation of
a public company’s executive officers (other than the chief executive officer or an executive officer who also serves as a director)
in the following order: (i) the compensation committee, (ii) the company’s board of directors, and (iii) if such compensation
arrangement is inconsistent with the company’s stated compensation policy, the company’s shareholders (by a special majority
vote as discussed above with respect to the approval of director compensation). However, if the shareholders of the company decline to
approve a compensation arrangement with an executive officer that is inconsistent with the company’s stated compensation policy,
the compensation committee and board of directors may override the shareholders’ decision if each of the compensation committee
and the board of directors provide detailed reasons for their decision.
An amendment to an existing arrangement with an office holder (who
is not a director) requires only the approval of the compensation committee, if the compensation committee determines that the amendment
is not material in comparison to the existing arrangement. However, according to regulations promulgated under the Companies Law, an amendment
to an existing arrangement with an office holder (who is not a director) who is subordinate to the chief executive officer shall not require
the approval of the compensation committee, if (i) the amendment is approved by the chief executive officer, (ii) the company’s
compensation policy provides that a non-material amendment to the terms of service of an office holder (other than the chief executive
officer) may be approved by the chief executive officer and (iii) the engagement terms are consistent with the company’s compensation
policy.
78
Chief Executive Officer
Under the Companies Law, the compensation of a public company’s
chief executive officer is required to be approved by: (i) the company’s compensation committee; (ii) the company’s board
of directors, and (iii) the company’s shareholders, provided that:
| • |
at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest
in such matter, present and voting at such meeting, are voted in favor of the compensation package, excluding abstentions; or |
| • |
the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such matter voting
against the compensation package does not exceed two percent (2%) of the aggregate voting rights in the Company. |
However, if the shareholders of the company decline to approve
the compensation arrangement with the chief executive officer, the compensation committee and board of directors may override the shareholders’
decision if each of the compensation committee and the board of directors provide a detailed report for their decision. The approval of
each of the compensation committee and the board of directors should be in accordance with the company’s stated compensation policy;
however, in special circumstances, they may approve compensation terms of a chief executive officer that are inconsistent with such policy
provided that they have considered those provisions that must be included in the compensation policy according to the Companies Law and
that shareholder approval was obtained (by a special majority vote as discussed above with respect to the approval of director compensation
that is inconsistent with the compensation policy). In addition, the compensation committee may waive the shareholder approval requirement
with regards to the approval of the engagement terms of a candidate for the chief executive officer position, if they determine that the
compensation arrangement is consistent with the company’s stated compensation policy and that the chief executive officer candidate
did not have a prior business relationship with the company or a controlling shareholder of the company and that subjecting the approval
of the engagement to a shareholder vote would impede the company’s ability to employ the chief executive officer candidate. Such
waiver does not preclude the need for approval of the compensation of a chief executive officer candidate who also serves as a member
of the board of directors, and his or her compensation terms as chief executive officer must be approved in accordance with the rules
applicable to approval of compensation of directors.
Approval of Related Party Transactions under Israeli Law
Fiduciary Duties of Directors and Executive
Officers
The Companies Law codifies the fiduciary duties that office holders
owe to a company. An office holder is defined in the Companies Law as a general manager, chief business manager, deputy general manager,
vice general manager, any other person assuming the responsibilities of any of these positions regardless of such person’s title,
a director and any other manager directly subordinate to the general manager. Each person listed in the table above under “Board
of Directors and Senior Management” is an office holder under the Companies Law.
An office holder’s fiduciary duties consist of a duty of
care and a duty of loyalty. The duty of care requires an office holder to act with the level of care with which a reasonable office holder
in the same position would have acted under the same circumstances. The duty of care includes, among other things, a duty to use reasonable
means, in light of the circumstances, to obtain:
| • |
information on the business advisability of a given action brought for his, her or its approval or performed by virtue of his, her
or its position; and |
| • |
all other important information pertaining to such action. |
The duty of loyalty requires that an office holder act in good
faith and in the best interests of the company, and includes, among other things, the duty to:
| • |
refrain from any act involving a conflict of interest between the performance of his, her or its duties in the company and his, her
or its other duties or personal affairs; |
| • |
refrain from any activity that is competitive with the business of the company; |
79
| • |
refrain from exploiting any business opportunity of the company for the purpose of gaining a personal advantage for himself, herself
or itself or others; and |
| • |
disclose to the company any information or documents relating to the company’s affairs which the office holder received as
a result of his, her or its position as an office holder. |
Under the Companies Law, a company may approve an act specified
above which would otherwise constitute a breach of the office holder’s fiduciary duty, provided that the office holder acted in
good faith, neither the act nor its approval harms the company and the office holder discloses his, her or its personal interest a sufficient
time before the approval of such act. Any such approval is subject to the terms of the Companies Law setting forth, among other things,
the appropriate bodies of the company required to provide such approval and the methods of obtaining such approval.
Disclosure of Personal Interests of an Office
Holder and Approval of Certain Transactions
The Companies Law requires that an office holder promptly disclose
to the board of directors any personal interest that such office holder may have and all related material information known to such office
holder concerning any existing or proposed transaction with the company. A personal interest includes an interest of any person in an
act or transaction of a company, including a personal interest of one’s relative or of a corporate body in which such person or
a relative of such person is a 5% or greater shareholder, director or general manager or in which such person has the right to appoint
at least one director or the general manager, but excluding a personal interest stemming solely from one’s ownership of shares in
the company. A personal interest includes the personal interest of a person for whom the office holder holds a voting proxy or the personal
interest of the office holder with respect to the office holder’s vote on behalf of a person for whom he or she holds a proxy even
if such shareholder has no personal interest in the matter.
If it is determined that an office holder has a personal interest
in a non-extraordinary transaction, meaning any transaction that is in the ordinary course of business, on market terms or that is not
likely to have a material impact on the company’s profitability, assets or liabilities, approval by the board of directors is required
for the transaction unless the company’s articles of association provide for a different method of approval. Any such transaction
that is adverse to the company’s interests may not be approved by the board of directors.
Approval first by the company’s audit committee and subsequently
by the board of directors is required for an extraordinary transaction (meaning any transaction that is not in the ordinary course of
business, not on market terms or that is likely to have a material impact on the company’s profitability, assets or liabilities)
in which an office holder has a personal interest.
A director and any other office holder who has a personal interest
in a transaction which is considered at a meeting of the board of directors or the audit committee may generally (unless it is with respect
to a transaction which is not an extraordinary transaction) not be present at such a meeting or vote on that matter unless a majority
of the directors or members of the audit committee, as applicable, have a personal interest in the matter. If a majority of the members
of the audit committee or the board of directors have a personal interest in the matter, then all of the directors may participate in
deliberations of the audit committee or board of directors, as applicable, with respect to such transaction and vote on the approval thereof
and, in such case, shareholder approval is also required.
Certain disclosure and approval requirements apply under Israeli
law to certain transactions with controlling shareholders, certain transactions in which a controlling shareholder has a personal interest
and certain arrangements regarding the terms of service or employment of a controlling shareholder. For these purposes, a controlling
shareholder is any shareholder that has the ability to direct the company’s actions, including any shareholder holding 25% or more
of the voting rights if no other shareholder owns more than 50% of the voting rights in the company. Two or more shareholders with a personal
interest in the approval of the same transaction are deemed to be one shareholder for these purposes.
For a description of the approvals required under Israeli law for
compensation arrangements of officers and directors, see “—Compensation of Directors and Executive Officers.”
Shareholder Duties
Pursuant to the Companies Law, a shareholder has a duty to act
in good faith and in a customary manner toward the company and other shareholders and to refrain from abusing his or her power with respect
to the company, including, among other things, in voting at a general meeting and at shareholder class meetings with respect to the following
matters:
| • |
an amendment to the company’s articles of association; |
| • |
an increase of the company’s authorized share capital; |
80
| • |
a merger; or |
| • |
interested party transactions that require shareholder approval. |
In addition, a shareholder has a general duty to refrain from discriminating
against other shareholders.
Certain shareholders also have a duty of fairness toward the company.
These shareholders include any controlling shareholder, any shareholder who knows that it has the power to determine the outcome of a
shareholder vote and any shareholder who has the power to appoint or to prevent the appointment of an office holder of the company or
exercise any other rights available to it under the company’s articles of association with respect to the company. The Companies
Law does not define the substance of this duty of fairness, except to state that the remedies generally available upon a breach of contract
will also apply in the event of a breach of the duty of fairness.
Exculpation, Insurance and Indemnification of Office Holders
Under the Companies Law, a company may not exculpate an office
holder from liability for a breach of the duty of loyalty. An Israeli company may exculpate an office holder in advance from liability
to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care but only if a provision
authorizing such exculpation is included in its articles of association. Our amended and restated articles of association include such
a provision. An Israeli company may not exculpate a director from liability arising out of a prohibited dividend or distribution to shareholders.
An Israeli company may indemnify an office holder in respect of
the following liabilities and expenses incurred for acts performed as an office holder, either in advance of an event or following an
event, provided a provision authorizing such indemnification is contained in its articles of association:
| • |
a financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s
award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance,
then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s
activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors
as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria; |
| • |
reasonable litigation expenses, including legal fees, incurred by the office holder (1) as a result of an investigation or proceeding
instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment
was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal
penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if
such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and (2) in
connection with a monetary sanction; |
| • |
reasonable litigation expenses, including legal fees, incurred by the office holder or imposed by a court in proceedings instituted
against him or her by the company, on its behalf or by a third-party or in connection with criminal proceedings in which the office holder
was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent; and |
| • |
expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative
proceeding instituted against such office holder, or certain compensation payments made to an injured party imposed on an office holder
by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law, 1968 (the “Israeli Securities Law”).
|
An Israeli company may insure an office holder against the following
liabilities incurred for acts performed as an office holder if and to the extent provided in the company’s articles of association:
| • |
a breach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis
to believe that the act would not prejudice the company; |
| • |
a breach of the duty of care to the company or to a third-party, including a breach arising out of the negligent conduct of the office
holder; |
| • |
a financial liability imposed on the office holder in favor of a third-party; |
81
| • |
a financial liability imposed on the office holder in favor of a third-party harmed by a breach in an administrative proceeding;
and |
| • |
expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative
proceeding instituted against him or her, pursuant to certain provisions of the Israeli Securities Law. |
An Israeli company may not indemnify or insure an office holder
against any of the following:
| • |
a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe
that the act would not prejudice the company; |
| • |
a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the
office holder; |
| • |
an act or omission committed with intent to derive illegal personal benefit; or |
| • |
a fine, monetary sanction or forfeit levied against the office holder. |
Under the Companies Law, exculpation, indemnification and insurance
of office holders must be approved by the compensation committee and the board of directors (and, with respect to directors and the chief
executive officer, by the shareholders). However, under regulations promulgated under the Companies Law, the insurance of office holders
does not require shareholder approval and may be approved by only the compensation committee, if the engagement terms are determined in
accordance with the company’s compensation policy, which was approved by the shareholders by the same special majority required
to approve a compensation policy, provided that the insurance policy is on market terms and the insurance policy is not likely to materially
impact the company’s profitability, assets or obligations.
Our amended and restated articles of association allow us to exculpate,
indemnify and insure our office holders for any liability imposed on them as a consequence of an act (including any omission) which was
performed by virtue of being an office holder. Our office holders are currently covered by a directors and officers’ liability insurance
policy.
We have entered into agreements with each of our directors and
executive officers exculpating them in advance, to the fullest extent permitted by law, from liability to us for damages caused to us
as a result of a breach of duty of care and undertaking to indemnify them to the fullest extent permitted by law. This indemnification
is limited to events determined as foreseeable by the board of directors based on our activities, and to an amount or according to criteria
determined by the board of directors as reasonable under the circumstances.
The maximum indemnification amount set forth in such agreements
is limited to an amount equal to the higher of $50 million and 25% of our total shareholders’ equity as reflected in our most recent
consolidated financial statements prior to the date on which the indemnity payment is made (other than indemnification for an offering
of securities to the public, including by a shareholder in a secondary offering, in which case the maximum indemnification amount is limited
to the gross proceeds raised by us and/or any selling shareholder in such public offering). The maximum amount set forth in such agreements
is in addition to any amount paid (if paid) under insurance and/or by a third-party pursuant to an indemnification arrangement.
In the opinion of the SEC, indemnification of directors and office
holders for liabilities arising under the Securities Act, however, is against public policy and therefore unenforceable.
Internal Auditor
Under the Companies Law, the board of directors of a public company
must appoint an internal auditor based on the recommendation of the audit committee. The role of the internal auditor is, among other
things, to examine whether a company’s actions comply with applicable law and orderly business procedure. Under the Companies Law,
the internal auditor cannot be an interested party or an office holder or a relative of an interested party or an office holder, nor may
the internal auditor be the company’s independent auditor or its representative. An “interested party” is defined in
the Companies Law as (i) a holder of 5% or more of the issued share capital or voting power in a company, (ii) any person or entity
who has the right to designate one or more directors or to designate the chief executive officer of the company or (iii) any person who
serves as a director or as chief executive officer of the company. Deloitte IL & Co. serves as our internal auditor.
82
6.D. EMPLOYEES
As of December 31, 2025, we had 909 employees, including 556 in
the United States, 219 in Tel Aviv, and 134 employees in other international locations. None of our employees are represented by labor
unions or covered by collective bargaining agreements. We consider our relationship with our employees to be good.
6.E. SHARE OWNERSHIP
For information regarding the share ownership of directors and
officers, see Item 7. “Major Shareholders and Related Party Transactions—7.A. Major Shareholders.”
For information as to our equity incentive plans, see Item 6.B. “Director, Senior Management and
Employees—Compensation—Equity Incentive Plans.”
6.F. DISCLOSURE OF REGISTRANT’S ACTION TO RECOVER
ERRONEOUSLY AWARDED COMPENSATION
None.
ITEM
7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A. MAJOR SHAREHOLDERS
The following table sets forth information with respect to the
beneficial ownership of our Shares as of February 28, 2026:
| • |
each person or entity known by us to own beneficially more than 5% of our outstanding Shares; |
| • |
each of our directors, executive officers and Covered Executives individually; and |
| • |
all of our executive officers and directors as a group. |
The beneficial ownership of Shares is determined in accordance
with the SEC rules and generally includes any Shares over which a person exercises sole or shared voting or investment power, which includes
the power to dispose of or to direct the disposition of such security. For purposes of the table below, we deem shares subject to options,
RSUs or PSUs that are currently exercisable or exercisable (in the case of options) or vested (in the case of RSUs or PSUs) within 60
days of February 28, 2026 to be outstanding and to be beneficially owned by the person holding the options, RSUs, or PSUs for the purposes
of computing the percentage ownership of that person but we do not treat them as outstanding for the purpose of computing the percentage
ownership of any other person, except with respect to the ownership and percentage ownership of all executive officers and directors as
a group.
The percentage of shares beneficially owned are based on 55,720,779
Shares outstanding as of February 28, 2026.
Unless otherwise noted below, each shareholder’s address
is 82 Yigal Alon Street, Tel Aviv, 6789124, Israel.
A description of any material relationship that our principal shareholders
have had with us or any of our affiliates within the past three years is included under “Certain
Relationships and Related Party Transactions.”
83
Beneficial Ownership as of
February 28, 2026
February 28, 2026
|
Name of Beneficial Owner |
Shares Beneficially Owned |
Percent of Shares Outstanding |
||||||
|
Principal Shareholders |
||||||||
|
Mithaq Capital SPC(1)
|
17,326,679 |
31.3 |
% | |||||
|
J.B Capital Partners L.P.(2)
|
4,361,625 |
7.8 | % | |||||
|
News Corporation(3)
|
4,262,661 |
7.7 | % | |||||
|
Toscafund Asset Management LLP(4)
|
3,193,481 |
5.7 | % | |||||
|
Directors, Executive Officers and Covered Executives(5)
|
||||||||
|
Ofer Druker |
717,916 |
1.3 | % | |||||
|
Sagi Niri |
*
|
* |
||||||
|
Yaniv Carmi |
* |
* |
||||||
|
Karim Rayes |
* |
* |
||||||
|
Chance Johnson |
* |
* |
||||||
|
Christopher Stibbs
|
* |
* |
||||||
|
Neil Jones |
* |
* |
||||||
|
Lisa Klinger |
* |
* | ||||||
|
Daniel Kerstein |
* |
* | ||||||
|
Rhys Summerton |
* |
* | ||||||
|
All executive officers and directors as a group (10 persons)
|
1,763,025 |
3.2 | % | |||||
| * |
Indicates ownership of less than 1%. |
| (1) |
This information is based upon an Amendment No. 9 to Schedule 13D jointly filed by Mithaq Capital SPC (“Mithaq Capital”),
Turki Saleh A. AlRajhi and Muhammad Asif Seemab with the SEC on December 29, 2025. Mithaq Capital is managed by its Board of Directors,
which consists of Turki Saleh A. AlRajhi and Muhammad Asif Seemab, and the Board has exclusive authority concerning purchases, dispositions
and voting of the ordinary shares. Each of Mr. AlRajhi and Mr. Seemab possesses an ownership interest in Mithaq Capital, and Mr. Seemab
may share in any profits realized from Mithaq Capital’s investment in the Shares. Mithaq Capital may be deemed to beneficially own
17,326,679 Ordinary Shares of the Company and has sole voting and dispositive power with respect to the shares, while Mr. AlRaji and Mr.
Seemab each have shared voting and dispositive power with respect to the shares. The principal address of Mithaq Capital is c/o Synergy,
Anas Ibn Malik Road, Al Malqa, Riyadh 13521 Saudi Arabia. Pursuant to Section 333(b) of the Companies Law, Mithaq Capital may not exercise
voting rights in excess of 25% of our issued and outstanding Ordinary Shares. |
| (2) |
This information is based upon an Amendment No. 1 to a Schedule 13G jointly filed by JB Capital Partners L.P. (“JB Capital”)
and Alan W. Weber with the SEC on February 9, 2026. Each of JB Capital and Mr. Weber share voting and dispositive power with respect to
4,361,625 Ordinary Shares. The principal address of JB Capital and Mr. Weber is 5 Evans Place, Armonk New York 10504. |
| (3) |
This information is based upon an Amendment No. 7 to a Schedule 13G jointly filed by Toscafund Asset Management LLP (“Toscafund”),
Toscafund Limited, Old Oaks Holdings Limited and Martin Hudges with the SEC on November 12, 2025. Toscafund is the entity for which Toscafund
Limited, Old Oak Holdings and Martin Hughes may be considered a holding company or control person, as applicable, and therefore may be
deemed to have beneficial ownership over 5,607,158 Shares of the Company and has shared voting and dispositive power with respect to the
shares. Tosca Opportunity may be deemed to beneficially own 3,193,481 Shares and has shared voting and dispositive power with respect
to the shares. The principal address of Toscafund is 5th Fl, Ferguson House, 15 Marylebone Rd, London, United Kingdom NW1 5JD. The principal
address of Tosca Opportunity is Ugland House, Box 309, Grand Cayman, Cayman Islands KY1-1104. |
| (4) |
This information is based upon a Schedule 13G filed by News Corporation with the SEC on February 11, 2022. News Corp UK & Ireland
Limited and News Preferred Holdings Inc., both wholly-owned subsidiaries of News Corporation, are the record holders of the 4,262,661
Shares of the Company. News Corporation has sole voting and investment power with respect to the shares of the Company held by such subsidiaries.
The principal address of News Corporation is 1211 Avenue of the Americas, New York, New York 10036. |
| (5) |
Includes Covered Executives in accordance with Israeli law and the Exchange Act. |
84
7.B. RELATED PARTY TRANSACTIONS
Our policy is to enter into transactions with related parties on
terms that, on the whole, are no more or less favorable than those available from unaffiliated third parties. Based on our experience
in the business sectors in which we operate and the terms of our transactions with unaffiliated third parties, we believe that all of
the transactions described below met this policy standard at the time they occurred
The following is a description of our related party transactions
since January 1, 2025.
Agreements with Directors and Officers
Employment Agreements
We have entered into written employment agreements with each of
our executive officers. See Item 6. “Directors, Senior Management and Employees.”
Equity Incentive Awards
Since our inception, we have granted to our executive officers
and certain of our directors restricted stock units, performance share units and options to purchase our Shares. See Item 6. “Directors,
Senior Management and Employees.”
Exculpation, Indemnification and Insurance
Our amended and restated articles of association permit us to exculpate,
indemnify and insure certain of our office holders to the fullest extent permitted by the Companies Law. We have entered into agreements
with each of our directors and executive officers exculpating them in advance, to the fullest extent permitted by law, from liability
to us for damages caused to us as a result of a breach of duty of care and undertaking to indemnify them to the fullest extent permitted
by law. See Item 6. “Directors, Senior Management and Employees.”
Rights of Appointment
Our current board of directors consists of six directors. We are
not a party to, and are not aware of, any voting agreements among our shareholders.
Related Party Transaction Policy
Our board of directors has adopted a written related party transaction
policy to set forth the policies and procedures for the review and approval or ratification of related person transactions. This policy
covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship,
or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved
exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases
of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees
of indebtedness and employment by us of a related person.
7.C. INTERESTS OF EXPERTS AND COUNSEL
Not applicable.
ITEM 8. FINANCIAL INFORMATION
8.A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
Consolidated Financial Statements
We have appended our audited consolidated financial statements
at the end of this Annual Report, starting at page F-4, as part of this Annual Report.
Legal Proceedings
We may, from time to time, be party to legal or regulatory proceedings
arising in the ordinary course of business. Defending any such legal proceedings is costly and can impose a significant burden on management
and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation
can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.
85
On May 18, 2021, we filed a complaint against Alphonso in the Supreme
Court of the State of New York, County of New York, asserting claims for breach of contract, tortious interference with business relations,
intentional interference with contractual relations, unjust enrichment, and conversion. The lawsuit arose out of Alphonso’s breach
of a Strategic Partnership Agreement and an Advance Payment Obligation and Security Agreement (the “Security Agreement”) with
us, and LG Electronics Inc.’s (“LG”) tortious interference with the Company’s contractual relationships and business
relations and related misconduct. On February 28, 2024, the Company entered into a settlement and release agreement with Alphonso and
LG and the parties agreed to dismiss the Alphonso Lawsuit.
On June 21, 2022, Alphonso filed a complaint against the Company
in the United States District Court for the Northern District of California, asserting claims for misappropriation of trade secrets under
federal and state law. On October 11, 2023, Alphonso dismissed its claims in the lawsuit with prejudice.
Policy on Dividend Distributions
We do not anticipate paying any dividends in the foreseeable future.
We currently intend to retain future earnings, if any, to finance operations and expand our business. Our board of directors has sole
discretion whether to pay dividends. If our board of directors decides to pay dividends, the form, frequency and amount will depend upon
our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other
factors that our directors may deem relevant.
The Companies Law imposes restrictions on our ability to declare
and pay dividends. Pursuant to the Companies Law, the distribution amount is limited to the greater of retained earnings or earnings generated
over the previous two years, according to our then last reviewed or audited financial statements (less the amount of previously distributed
dividends, if not reduced from the earnings), provided that the end of the period to which the financial statements relate is not more
than six months prior to the date of the distribution. If we do not meet such criteria, then we may distribute dividends only with court
approval. In each case, we are only permitted to distribute a dividend if our board of directors and, if applicable, the court determines
that there is no reasonable concern that payment of the dividend will prevent us from satisfying our existing and foreseeable obligations
as they become due.
8.B. SIGNIFICANT CHANGES
No significant changes have occurred since December 31, 2025, except
as otherwise disclosed in this Annual Report.
ITEM 9. THE OFFER AND LISTING
9.A. OFFER AND LISTING DETAILS
Our Shares have been listed on the Nasdaq Global Market under the
symbol “NEXN” since February 18, 2025.
As of February 28, 2026, the last reported sale price of our Shares
on the Nasdaq Global Market was $6.44 per Ordinary Share.
9.B. PLAN OF DISTRIBUTION
Not applicable.
9.C. MARKETS
See Item 9.A. “Offer and Listing Details.”
9.D. SELLING SHAREHOLDERS
Not applicable.
9.E. DILUTION
Not applicable.
9.F. EXPENSES OF THE ISSUE
Not applicable.
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ITEM 10. ADDITIONAL INFORMATION
10.A. SHARE CAPITAL
Not applicable.
10.B. MEMORANDUM AND ARTICLES OF ASSOCIATION
Our authorized share capital of the Company is NIS 5,000,000, divided
into 250,000,000 ordinary shares with a par value of NIS 0.02 per share, of which 55,720,779 shares are issued and outstanding as of February
28, 2026, and 45,150,804 shares are held in treasury.
A copy of our amended and restated articles of association is attached
as Exhibit 1.1 to this Annual Report on Form 20-F. The information called for by this item is set forth in Exhibit 2.1 to this Annual
Report on Form 20-F and is incorporated herein by reference.
10.C. MATERIAL CONTRACTS
Summaries of the following material contracts and amendments to
these contracts are included in this Annual Report in the places indicated.
|
Material Contract |
Location in This Annual Report |
|
Global Share Incentive Plan (2011), as amended |
Item 6.B. Directors, Senior Management and Employees
– Compensation Equity Incentive Plans. |
|
2017 Equity Incentive Plan, as amended |
Item 6.B. Directors, Senior Management and Employees
–Compensation Equity Incentive Plans. |
|
Compensation Policy |
Item 6.C. Directors, Senior Management and Employees
Board Practices – Compensation Policy under the Companies Law. |
|
Form of Indemnification Agreement |
Item 6.C. Directors, Senior Management and Employees
– Board Practices – Exculpation, Insurance and Indemnification of Office Holders. |
|
Credit Agreement |
Item 5.B. Liquidity and Capital Resources
|
10.D. EXCHANGE CONTROLS
There are currently no Israeli currency control restrictions on
remittances of dividends on our Shares, proceeds from the sale of our Shares or interest or other payments to non-residents of Israel,
except for shareholders who are subjects of countries that are, have been, or will be, in a state of war with Israel.
10.E. TAXATION
The following discussion of Israeli and United States tax
consequences is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership and disposition
of our Shares. You should consult your own tax advisor concerning the tax consequences of your particular situation, as well as any tax
consequences that may arise under the laws of any state, local, foreign or other taxing jurisdiction.
Israeli Tax Considerations
The following is a summary of the general corporate Israeli tax
laws applicable to us. This section also contains a discussion of material Israeli tax consequences relating to the ownership and disposition
of our Shares. This summary does not discuss all aspects of the Israeli tax law that may be relevant to a particular investor in light
of his or her personal investment circumstances or to some types of investors subject to special treatment under Israeli law. To
the extent that the discussion is based on new tax legislation that has not yet been subject to judicial or administrative interpretation,
we cannot assure you that the appropriate tax authorities or the courts will accept the views expressed in this discussion. The discussion
below is subject to change, including due to amendments under Israeli law or changes to the applicable judicial or administrative interpretations
of Israeli law, which change could affect the tax consequences described below. The discussion should not be construed as legal or professional
tax advice and does not cover all possible tax considerations.
General Corporate Tax Structure in Israel
Israeli companies are generally subject to Corporate Income Tax
(CIT) on taxable income, including capital gains, at the rate of 23% for 2024 and 2025. Nevertheless, as elaborated below, the Israeli
Law for the Encouragement of Capital Investments-1959 provides tax benefits for Israeli enterprises meeting certain requirements and criteria.
In our context, the Company’s enterprise may be eligible to the “Preferred Technological Enterprise” and the “Special
Preferred Technological Enterprise” regime, that provides a reduced CIT rate of 12% and 6% respectively on eligible income.
87
Foreign Exchange Regulations
We are permitted to measure our Israeli taxable income in U.S.
dollars pursuant to regulations published by the Israeli Minister of Finance, which provide the conditions for doing so. We believe that
we meet, and will continue to meet, the necessary conditions and as such, we measure our results for tax purposes based on the U.S. dollar/NIS
exchange rate on December 31 of the relevant tax year.
Tax Benefits and Grants for Research and Development
Israeli tax law allows, under specified conditions, a tax deduction
for expenditures, including capital expenditures, related to scientific research and development for the year in which they are incurred.
Expenditures are deemed related to scientific research and development projects, if:
| • |
the expenditures are approved by the relevant Israeli government ministry, determined by the field of research; |
| • |
the research and development must be for the promotion of the company; and |
| • |
the research and development are carried out by or on behalf of the company seeking such tax deduction. |
The amount of such deductible expenses is reduced by the sum of
any funds received through government grants for the finance of such scientific research and development projects. Under these research
and development deduction rules, no deduction is allowed for any expense invested in an asset depreciable under the general depreciation
rules of the Israeli Income Tax Ordinance (New Version), 5721-1961. Expenditures that do not qualify for this special deduction are deductible
in equal amounts over three years.
From time to time, we may apply to the Israel Innovation Authority
for approval to allow a tax deduction for all research and development expenses during the year incurred. There can be no assurance that
such request will be granted. If we will not be able to deduct research and development expenses during the year of the payment, we will
be able to deduct research and development expenses during a period of three years commencing in the year of the payment of such expenses.
Digital Services Tax
The Company constantly examines the potential applicability of
the digital services tax legislation on its activities in the various jurisdictions. In addition, the Company studies the Organization
for Economic Co-operation and Development (OECD) Pillar I and Pillar II publications and their effect on the Company.
Israeli Law for the Encouragement of Capital
Investments, 1959, as amended
The Law for the Encouragement of Capital Investments (the “Investments
Law”) provides tax benefits for Israeli companies meeting certain requirements and criteria. The Investment Law has undergone certain
amendments and reforms in recent years.
The Israeli parliament enacted a reform to the Investment Law,
effective as of January 2011, according to which, a flat rate tax applies to companies eligible for the “Preferred Enterprise”
status. In order to be eligible for Preferred Enterprise status, a company must meet minimum requirements to establish that it contributes
to the country’s economic growth and is a competitive factor for the gross domestic product.
In December 22, 2016, an Amendment to the Investments Law was enacted
and, effective January 1, 2017, added new tax benefit tracks for a “Preferred Technological Enterprise” and a “Special
Preferred Technological Enterprise” that awards reduced tax rates to a technological industrial enterprise for the purpose of encouraging
activity relating to the development of qualifying intangible assets. This amendment introduced the “Nexus Principles” based
on OECD guidelines as part of the Base Erosion and Profit Shifting (BEPS) project, which govern the tax regime applicable to the Company
from the 2017 tax year.
Benefits under the “Preferred Technology Enterprise”
regime include:
| • |
A reduced corporate tax rate of 12% (or 7.5% in Development Area A) on qualifying income from eligible intellectual property (“Preferred
Technology Income”), subject to conditions, including a minimal amount or ratio of annual R&D expenditures and R&D employees,
and having at least 25% of annual income derived from export; |
88
| • |
A 12% capital gains tax rate on the sale of preferred intangible assets to foreign affiliated enterprise, provided that the asset
was initially purchased from a foreign resident at an amount of NIS 200 million or more; and |
| • |
A 20% withholding tax rate for dividends paid from Preferred Technology Income (with an exemption from such withholding tax applying
to dividends paid to an Israeli company). Such rate may be reduced to 4% on dividends paid to a foreign resident company, in case at least
90% of the company’s shares are held directly by, one or more, foreign entities, subject to valid certificate from the Israel Tax
Authority. |
These rates may be further reduced by applicable double tax treaties,
subject to the receipt in advance of a valid certificate from the Israel Tax Authority.
The effective tax rate applying to our Preferred Technology Enterprise
is calculated based on the Nexus Principles, considering eligible and ineligible R&D expenses incurred by us, as prescribed in the
Regulations. Income from sources other than the Preferred Technology Income are taxable at regular corporate tax rates of 23% for 2023,
2024 and 2025.
Full details regarding our Preferred and Preferred Technology Enterprises
may be found in Note 4 of our consolidated financial statements.
Law for the Encouragement of Industry (Taxes),
1969
The Law for the Encouragement of Industry (Taxes), 1969, generally
referred to as the Industry Encouragement Law, provides several tax benefits for “Industry Companies.” The Industry Encouragement
Law defines an “Industrial Company” as a company resident in Israel, of which 90% or more of its income in any tax year, other
than income from defense loans, is derived from an “Industrial Enterprise” owned by it and located in Israel. An “Industrial
Enterprise” is defined as an enterprise whose principal activity in a given tax year is industrial production. We currently qualify
as an Industrial Company within the meaning of the Industry Encouragement Law.
The following corporate tax benefits, among others, are available to Industrial Companies:
| • |
Amortization over an eight-year period of the cost of purchased know-how and patents and rights to use a patent and know-how which
are used for the development or advancement of the company; |
| • |
Under limited conditions, an election to file consolidated tax returns with related Israeli Industrial Companies; and |
| • |
Expenses related to a public offering are deductible in equal amounts over a three-year period. |
Eligibility for benefits under the Industry Encouragement Law is
not contingent upon the approval of any governmental authority. The Israeli tax authorities may determine that we do not qualify as an
Industrial Company, which could entail our loss of the benefits that relate to this status. There can be no assurance that we will continue
to qualify as an Industrial Company or that the benefits described above will be available in the future.
The Company approached the Israeli Tax Authority and received on December 31, 2025
a renewal of the Tax Ruling regarding the Industrial Enterprise and Preferred Technological Enterprise, for the eligibility of the benefits
under the Investment Law. The Tax Ruling is effective for the years 2023-2027.
Capital Gains Tax on Sales of Our Shares
Taxation of Non-Israeli Resident Shareholders
Israeli capital gains tax is imposed on the disposition of capital
assets by a non-Israeli resident if those assets (i) are located in Israel; (ii) are shares or a right to shares in an Israeli resident
corporation; or (iii) represent, directly or indirectly, rights to assets located in Israel, unless a tax treaty between Israel and the
seller’s country of residence provides otherwise. The Israeli tax law distinguishes between “Real Capital Gain” and
“Inflationary Surplus.” Inflationary Surplus is a portion of the total capital gain which is equivalent to the increase in
the relevant asset’s price that is attributable to the increase in the Israeli Consumer Price Index or, in certain circumstances,
a foreign currency exchange rate, between the date of purchase and the date of disposition. Inflationary Surplus is currently not subject
to tax in Israel. Real Capital Gain is the excess of the total capital gain over the Inflationary Surplus. Generally, Real Capital Gain
accrued by individuals on the sale of our Shares will be taxed at the rate of 25%. However, if the shareholder is a “substantial
shareholder” at the time of sale or at any time during the preceding 12-month period, such gain will be taxed at the rate of 30%.
A “substantial shareholder” is generally a person who alone or together with such person’s relative or another person
who collaborates with such person on a permanent basis, holds, directly or indirectly, at least 10% of any of the “means of control”
of the corporation. “Means of control” generally include the right to vote, receive profits, nominate a director or an executive
officer, receive assets upon liquidation, or order someone who holds any of the aforesaid rights how to act, regardless of the source
of such right. Real Capital Gain derived by corporations will be generally subject to a corporate tax rate of 23% (in 2025).
89
A non-Israeli resident who derives capital gains from the sale
of shares of an Israeli resident company, that were purchased after the company was listed for trading on a recognized stock exchange
outside of Israel will be exempt from Israeli capital gains tax so long as the shares were not held through a permanent establishment
that the non-Israeli resident maintains in Israel. However, non-Israeli corporations will not be entitled to the foregoing exemption if
Israeli residents (i) have a controlling interest of more than 25% in any of the means of control of such non-Israeli corporation;
or (ii) are the beneficiaries of, or are entitled to, 25% or more of the revenues or profits of such non-Israeli corporation, whether
directly or indirectly. Such exemption is also not applicable to a person whose gains from selling or disposing the shares are deemed
to be business income.
Additionally, a sale of securities by a non-Israeli resident may
be exempt from Israeli capital gains tax under the provisions of an applicable tax treaty. For example, under the tax treaty between the
Government of the United States of America and the Government of the State of Israel with respect to Taxes on Income, as amended (the
“United States-Israel Tax Treaty”), the sale, exchange or other disposition of shares by a shareholder who is a United States
resident (for purposes of the treaty) holding the shares as a capital asset and is entitled to claim the benefits afforded to such a resident
by the United States-Israel Tax Treaty (a “Treaty U.S. Resident”) is generally exempt from Israeli capital gains tax unless:
(i) the capital gain arising from such sale, exchange or disposition is attributed to real estate located in Israel; (ii) the capital
gain arising from such sale, exchange or disposition is attributed to royalties; (iii) the capital gain arising from the such sale, exchange
or disposition is attributed to a permanent establishment in Israel, under certain terms; (iv) such Treaty U.S. Resident holds, directly
or indirectly, shares representing 10% or more of the voting capital during any part of the 12-month period preceding the disposition,
subject to certain conditions; or (v) such Treaty U.S. Resident is an individual and was present in Israel for 183 days or more during
the relevant taxable year. In any such case, the sale, exchange or disposition of such shares would be subject to Israeli tax, to the
extent applicable. However, under the United States-Israel Tax Treaty, a Treaty U.S. Resident may be permitted to claim a credit for the
Israeli tax against the U.S. federal income tax imposed with respect to the sale, exchange or disposition of the shares, subject to the
limitations under U.S. laws applicable to foreign tax credits. The United States-Israel Tax Treaty does not provide such credit against
any U.S. state or local taxes.
Regardless of whether non-Israeli shareholders may be liable for
Israeli capital gains tax on the sale of our Shares, the payment of the consideration for such sale may be subject to withholding of Israeli
tax at source and holders of our Shares may be required to demonstrate that they are exempt from tax on their capital gains in order to
avoid withholding at source at the time of sale. Specifically, the Israel Tax Authority may require shareholders who are not liable for
Israeli capital gains tax on such a sale to sign declarations in forms specified by the Israel Tax Authority, provide documents (including,
for example, a certificate of residency) or obtain a specific exemption from the Israel Tax Authority to confirm their status as non-Israeli
residents (and, in the absence of such declarations or exemptions, the Israel Tax Authority may require the purchaser of the Shares to
withhold tax at source).
A tax return must be filed by January 31 and July 31 for sales
made in the last six months of the preceding year or the first six months of the current year. If all tax due was withheld at source,
filing is not required if the income was not generated from business in Israel, the taxpayer has no other taxable income in Israel and
is not obligated to pay surtax. Capital gains must also be reported on the annual income tax return.
Taxation of Israeli Resident Shareholders
An Israeli resident corporation that derives capital gains from
the sale of shares in an Israeli resident company that were purchased after the company was listed for trading on a stock exchange outside
of Israel will generally be subject to tax on the real capital gains generated on such sale at the corporate tax rate of 23%. An Israeli
resident individual will generally be subject to capital gain tax at the rate of 25%. However, if the individual shareholder claims deduction
of interest expenditures or is a “substantial shareholder” at the time of the sale or at any time during the preceding 12-months
period, such gain will be taxed at the rate of 30%. A “substantial shareholder” is generally a person who alone or together
with such person’s relative or another person who collaborates with such person on a permanent basis, holds, directly or indirectly,
at least 10% of any of the “means of control” of the corporation. “Means of control” generally include the right
to vote, receive profits, nominate a director or an executive officer, receive assets upon liquidation, or order someone who holds any
of the aforesaid rights how to act, regardless of the source of such right. Individual holders dealing in securities in Israel for whom
the income from the sale of securities is considered “business income” as defined in section 2(1) of the Tax Ordinance are
taxed at the marginal tax rates applicable to business income (up to 47% in 2025). Individuals who are subject to tax in Israel are also
subject to an additional income surtax (as described below). For this purpose, taxable income will include taxable capital gains from
the sale of our shares and taxable income from dividend distributions. Certain Israeli institutions who are exempt from tax under section
9(2) or section 129(a)(1) of the Tax Ordinance (such as exempt trust fund, pension fund) may be exempt from capital gains tax from the
sale of the shares.
90
Taxation of Dividends Paid on our Shares
Taxation of Non-Israeli Shareholders
Non-Israeli residents (whether individuals or corporations) are
generally subject to Israeli income tax on the receipt of dividends paid on our Shares at the rate of 25%, or 20% if the dividend is distributed
from income attributed to a Preferred Enterprise or a Preferred Technological Enterprise, which tax will be withheld at source, unless
relief is provided in an applicable tax treaty between Israel and the shareholder’s country of residence. If the shareholder
is a “substantial shareholder” at the time of receiving the dividend or at any time during the preceding 12-month period,
the applicable tax rate will be 30%. Such dividends are generally subject to Israeli withholding tax at a rate of 25% if the shares are
registered with a nominee company (whether the recipient is a substantial shareholder or not).
A reduced tax rate may be provided under an applicable tax treaty.
Under the United States-Israel Tax Treaty, the maximum rate of tax withheld at source in Israel on dividends paid to a holder of our Shares,
who is a Treaty U.S. Resident, is 25%. Generally, the maximum rate of withholding tax on dividends that are paid to a United States corporation
holding 10% or more of the outstanding voting capital throughout the tax year in which the dividend is distributed, as well as during
the previous tax year, is 12.5%, provided that not more than 25% of the gross income for such preceding year consists of certain types
of dividends and interest. The 12.5% rate is applicable only to dividends from regular income and not from Preferred Enterprise, or Preferred
Technological Enterprise income. If conditions are met, dividends from these Enterprises are subject to a 15% withholding tax.
Non-resident individuals or corporations with dividend income from
Israel, from which tax was withheld, are generally exempt from filing tax returns in Israel if the income was not derived from a business
conducted in Israel, they have no other taxable income in Israel, and they are not subject to income surtax.
Taxation of Israeli Shareholders
An Israeli resident individual is generally subject to Israeli
income tax on the receipt of dividends at the rate of 25%. With respect to a person who is a “substantial shareholder” at
the time of receiving the dividend or at any time during the preceding 12-months period, the applicable tax rate is 30%. Such dividends
are generally subject to Israeli withholding tax at a rate of 25%, if the shares are registered with a nominee company (whether the recipient
is a substantial shareholder or not), and 20% if the dividend is distributed from income attributed to a Preferred Enterprise or a Preferred
Technological Enterprise (see more details below). If the recipient of the dividend is an Israeli resident corporation such dividend income
will be exempt from tax provided the income from which such dividend is distributed was derived or accrued within Israel and was received
directly or indirectly from another corporation that is liable to Israeli corporate tax. An exempt trust fund, pension fund or other entity
that is exempt from tax under section 9(2) or section 129C(a)(1) of the Israeli Tax Ordinance is exempt from tax on dividend.
Surtax.
Subject to the provisions of an applicable tax treaty, individuals who are subject to tax in Israel (whether such individual is
an Israeli resident or non-Israeli resident) are also subject to an additional tax at a rate of 3% on annual income (including, but not
limited to, dividends, interest and capital gain) exceeding NIS 721,560 for 2025, which amount is linked to the annual change in the Israeli
consumer price index. Additionally, effective from January 1, 2025, an additional surtax of 2% will apply exclusively to annual capital
income (including from dividend distribution) exceeding NIS 721,560.
Estate and
Gift Tax. Israeli law presently does not impose estate taxes. Gift tax may be applicable in certain cases.
U.S. Federal Income Tax Considerations
The following is a summary of material United States federal income
tax considerations generally applicable to United States Holders (as defined below) of our Shares. This summary deals only with our Shares
held as capital assets within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”).
This summary also does not address the tax consequences that may be relevant to holders in special tax situations including, without limitation:
dealers in securities, traders that elect to use a mark-to-market method of accounting, holders that own our Shares as part of a “straddle,”
“hedge,” “conversion transaction,” or other integrated investment, banks or other financial institutions, individual
retirement accounts and other tax-deferred accounts, insurance companies, tax-exempt organizations, United States expatriates, holders
whose functional currency is not the U.S. dollar, holders that are real estate investment trusts or regulated investment companies, grantor
trusts, holders subject to special tax accounting rules as a result of any item of gross income with respect to our Shares being taken
into account in an applicable financial statement, holders which are entities or arrangements treated as partnerships, S-corporations
or other pass-through entities for United States federal income tax purposes, holders who acquired Shares pursuant to the exercise of
any employee share option or otherwise as compensation or holders that directly, indirectly, or constructively own 10% or more of the
total voting power or value of our outstanding stock.
91
This summary is based upon the Code, existing final,
temporary and proposed regulations thereunder, judicial decisions and published positions of the Internal Revenue Service (the "IRS")
and the U.S.-Israel income tax treaty in effect as of the date of this annual report, all of which are subject to change at any time (including
changes in interpretation), possibly with retroactive effect, in a manner that could adversely affect a U.S. holder.
No ruling will be requested from the Internal Revenue Service,
or IRS, regarding the tax consequences described herein, and there can be no assurance that the IRS will agree with the discussion set
out below. This summary does not address all U.S. federal income tax matters that may be relevant to a particular prospective holder or
all tax considerations that may be relevant with respect to an investment in our Shares, including the U.S. federal estate, gift, or alternative
minimum tax consequences, or any state, local or non-U.S. tax consequences, of the acquisition, ownership and disposition of our Shares.
As used herein, the term “United States Holder” means
a beneficial owner of our Shares that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of
the United States; (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or
organized in or under the laws of the United States or any political subdivision thereof; (iii) an estate the income of which is subject
to U.S. federal income taxation regardless of its source; or (iv) a trust (a) that is subject to the supervision of a court
within the United States and the control of one or more “United States persons” as defined in Internal Revenue Code Section
7701(a)(30), or (b) that has a valid election in effect under applicable United States Treasury Regulations to be treated as a “United
States person.”
If an entity or arrangement treated as a partnership for United
States federal income tax purposes acquires our Shares, the tax treatment of a partner in the partnership generally will depend upon the
status of the partner and the activities of the partnership. Partners of a partnership considering an investment in our Shares should
consult their tax advisors regarding the United States federal income tax consequences of acquiring, owning, and disposing of our Shares.
THE SUMMARY OF UNITED STATES FEDERAL
INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. ALL CURRENT OR PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS
AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF OWNING AND DISPOSING OF OUR SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF STATE,
LOCAL AND NON-U.S. TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.
Dividends
Subject to the discussion below under “Passive
Foreign Investment Company,” the amount of dividends paid to a U.S. Holder of our Shares, before reduction for any Israeli
taxes withheld therefrom, generally will be taxable as dividend income from foreign sources to the extent paid out of our current or accumulated
earnings and profits (as determined for U.S. federal income tax purposes). Distributions in excess of earnings and profits are generally
treated as a non-taxable return of capital to the extent of the U.S. Holder’s adjusted tax basis in those Shares and thereafter
as capital gain. We do not maintain calculations of our earnings and profits under U.S. federal tax principles. Therefore, U.S.
Holders should expect that a distribution will generally be treated as a dividend even if that distribution would otherwise be treated
as a non-taxable return of capital or as capital gain under the rules described above. In addition to the income tax on dividends discussed
above, certain non-corporate U.S. holders will also be subject to the 3.8% tax on dividends as discussed below under “Net Investment
Income Tax”. A U.S. holder that is a corporation will not be eligible for any dividends received deduction, except as provided
by Sections 245 and 245A of the Code. The amount of any distribution paid in foreign currency will be equal to the U.S. dollar value of
such currency, translated at the spot rate of exchange on the date such distribution is included in the U.S. Holder’s income, regardless
of whether the payment is in fact converted into U.S. dollars at that time. If not converted, the U.S. holder will have a basis in the
foreign currency equal to its U.S. dollar value on the receipt date, with any subsequent gain or loss treated as ordinary income or loss.
Dividends paid on our Shares generally will constitute “foreign
source income” for purposes of the foreign tax credit. Israeli withholding tax (if any) paid on dividends on our Shares, at the
rate provided by the U.S.-Israel Tax Treaty, may subject to limitations and conditions, be treated as foreign income tax eligible for
credit against holder’s U.S. federal income tax liability or, at holder’s election, eligible for deduction in computing holder’s
U.S. federal taxable income. If a refund of the tax withheld is available under the laws of the state of Israel or under the U.S.-Israel
Tax Treaty, the amount of tax withheld that is refundable will not be eligible for such credit against a U.S. Holder’s U.S. federal
income tax liability (and will not be eligible for the deduction against U.S. federal taxable income). If the dividends are taxed as “qualified
dividend income,” as discussed below, the amount of the dividend taken into account for purposes of calculating the foreign tax
credit limitation will generally be limited to the gross amount of the dividend, multiplied by the reduced rate applicable to the qualified
dividend income, divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit
is calculated separately with respect to specific classes of income. For this purpose, any dividends distributed by us with respect to
Shares will generally constitute “passive category income.”
92
The rules governing the treatment of foreign taxes imposed on a
U.S. Holder and foreign tax credits are complex, and U.S. Holders should consult their tax advisors about the impact of these rules in
their particular situations.
Dividends received by certain non-corporate U.S. Holders (including
individuals) may be “qualified dividend income,” which is taxed at the lower capital gain rate of 20%, provided that (i) either
our Shares are readily tradable on an established securities market in the United States or we are eligible for benefits under a comprehensive
United States income tax treaty that includes an exchange of information program and which the United States Treasury Department has determined
is satisfactory for these purposes; (ii) we are neither a PFIC (as discussed below) nor treated as such with respect to the U.S. Holder
for either our taxable year in which the dividend is paid or our preceding taxable year; (iii) the U.S. Holder satisfies certain holding
period and other requirements; and (iv) the U.S. Holder is not under an obligation to make related payments with respect to positions
in substantially similar or related property. In this regard, shares generally are considered to be readily tradable on an established
securities market in the United States if they are listed on the Nasdaq, as is the case with our Shares. U.S. Holders should consult their
tax advisors regarding the availability of the reduced tax rate on dividends paid with respect to our Shares.
Disposition of Shares
Subject to the discussion below under “Passive
Foreign Investment Company,” a U.S. Holder generally will recognize capital gain or loss for U.S. federal income tax
purposes on the sale or other taxable disposition of our Shares equal to the difference, if any, between the amount realized and the U.S.
Holder’s adjusted tax basis in those Shares. A U.S. Holder’s initial tax basis in shares generally will equal the cost of
such shares. If any foreign tax is imposed on the sale, exchange or other disposition of our Shares, a U.S. Holder’s amount realized
will include the gross amount of the proceeds of the disposition before deduction of the tax. In general, capital gains recognized by
a non-corporate U.S. Holder, including an individual, are treated as long term capital gain and subject to a lower tax rate (currently
up to 20%) if U.S. Holder’s holding period in our Shares exceeds one year. The deductibility of capital losses is subject to limitations.
Additionally, certain non-corporate U.S. holders may be subject to a 3.8% tax on net gains as discussed below under “Net Investment
Income Tax” Any such gain or loss generally will be treated as United States source income or loss for purposes of the foreign tax
credit. Because gain for the sale or other taxable disposition of our Shares will be treated as United States source income, and you may
use foreign tax credits against only the portion of United States federal income tax liability that is attributed to foreign source income
in the same category, your ability to utilize a foreign tax credit with respect to any foreign tax imposed on any such sale or other taxable
disposition, may be significantly limited. In addition, if you are eligible for the benefit of the U.S.-Israel Tax Treaty and pay
Israeli tax in excess of the amount applicable to you under such convention or if the Israeli tax paid is refundable, you will not be
able to claim any foreign tax credit or deduction with respect to such excess Israeli tax. You should consult your tax advisor as to whether
the Israeli tax on gains may be creditable or deductible in light of your particular circumstances and your ability to apply the provisions
of the U.S.-Israel Tax Treaty.
If the consideration received upon the sale or other taxable disposition
of our Shares is paid in foreign currency, the amount realized will be the U.S. dollar value of the payment received, translated at the
spot rate of exchange on the date of taxable disposition. If our Shares are treated as traded on an established securities market, a cash
basis U.S. Holder and an accrual basis U.S. Holder who has made a special election (which must be applied consistently from year to year
and cannot be changed without the consent of the IRS) will determine the U.S. dollar value of the amount realized in foreign currency
by translating the amount received at the spot rate of exchange on the settlement date of the taxable disposition. An accrual basis U.S.
Holder that does not make the special election will recognize exchange gain or loss to the extent attributable to the difference between
the exchange rates on the date of the taxable disposition and the settlement date, and such exchange gain or loss generally will constitute
ordinary income or loss.
93
Net Investment Income Tax
Certain U.S. holders that are individuals, estates or trusts are
required to pay an additional 3.8% tax on all or a portion of their “net investment income,” which includes dividends and
net gains from the sale or other dispositions of shares.
Passive Foreign Investment Company
We would be a PFIC for any taxable year if, after the application
of certain look-through rules, either: (i) 75% or more of our gross income for such year is “passive income” (as defined in
the relevant provisions of the Internal Revenue Code), or (ii) 50% or more of the value of our assets (determined on the basis of a quarterly
average) during such year is attributable to assets that produce or are held for the production of passive income. Passive income generally
includes, among other things, rents, dividends, interest, royalties, gains from the disposition of passive assets and gains from commodities
and securities transactions. For purposes of this test, we will be treated as owning a proportionate share of the assets and earning a
proportionate share of the income of any other corporation of which we own, directly or indirectly, 25% or more (by value) of the stock.
Based on the current and anticipated composition of our income,
assets and operations we do not expect to be treated as a PFIC for the current taxable year or in the foreseeable future. However, whether
we are a PFIC is a factual determination that must be made annually after the close of each taxable year. This determination will depend
on, among other things, the composition of the Company’s income and assets, as well as the market value of our Shares and assets,
which may fluctuate significantly. In addition, it is possible that the IRS may take a contrary position with respect to our determination
in any particular year. Therefore, there can be no assurance that we will not be classified as a PFIC for the current taxable year or
any future taxable year.
Certain adverse U.S. federal income tax consequences could apply
to a U.S. Holder if we are treated as a PFIC for any taxable year during which such U.S. Holder holds our Shares. Under the PFIC rules,
if we were considered a PFIC at any time that a U.S. Holder holds our Shares, we would continue to be treated as a PFIC with respect to
such Holder’s investment unless (i) we cease to be a PFIC; and (ii) the U.S. Holder has made a “deemed sale”
election under the PFIC rules. If such election is made, a U.S. Holder will be deemed to have sold our Shares at their fair market
value on the last day of our last taxable year in which we were a PFIC, and any gain from the deemed sale would be subject to the rules
described in the second following paragraph. After the deemed sale election, so long as we do not become a PFIC in a subsequent taxable
year, the Shares with respect to which such election was made will not be treated as shares in a PFIC.
U.S. Holders should consult their tax advisors as to the possibility
and consequences of making a deemed sale election if we are (or were to become) and then cease to be a PFIC, and such election becomes
available.
If we are a PFIC for any taxable year that a U.S. Holder holds
our Shares, unless the U.S. Holder makes one of the elections described below, any gain recognized by the U.S. Holder on a sale or other
disposition of our Shares would be allocated pro-rata over the U.S. Holder’s holding period for the Shares. The amounts allocated
to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount
allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or the highest rate in effect
for corporations, as appropriate, for that taxable year, and an interest charge would be imposed. Further, to the extent that any distribution
received by a U.S. Holder on our Shares exceeds 125% of the average of the annual distributions on the Shares received during the preceding
three years or the U.S. Holder’s holding period, whichever is shorter, that distribution would be subject to taxation in the same
manner as gain on the sale or other disposition of our Shares if we were a PFIC, described above. If we are treated as a PFIC with respect
to a U.S. Holder for any taxable year, the U.S. Holder will be deemed to own shares in any of the foreign entities in which we may hold
equity interests that also are PFICs, or lower-tier PFICs.
Certain elections may be available that would result in alternative
treatments (such as mark-to-market treatment or treatment as a qualified electing fund (“QEF”)) of our Shares if we are considered
a PFIC. However, we do not expect to furnish U.S. Holders of our Shares with the tax information necessary to enable a U.S. Holder to
make a QEF election. In addition, an election for mark-to-market treatment is unlikely to be available to mitigate any adverse tax consequences
with respect to a subsidiary that is also a PFIC. If we are considered a PFIC, a U.S. Holder will also be subject to annual information
reporting requirements. U.S. Holders should consult their tax advisors about the potential application of the PFIC rules to an investment
in our Shares and the potential consequences related thereto.
United States Holders should consult their tax
advisors regarding whether we are a PFIC as well as the potential U.S. federal income tax consequences of holding and disposing of our
Shares if we are or become classified as a PFIC, including the possibility of making a mark-to-market election in their particular circumstances.
94
Information Reporting and Backup Withholding
Distributions on our Shares and proceeds from the sale or other
taxable disposition of our Shares may be subject to information reporting to the IRS and possible backup withholding. Backup withholding
will not apply, however, to a United States Holder who furnishes a correct taxpayer identification number and certifies that it is not
subject to backup withholding or that is otherwise exempt from backup withholding. United States Holders that are required to establish
their exempt status generally must provide such certification on IRS Form W-9.
Backup withholding is not an additional tax. Rather, any amount
withheld under the backup withholding rules will be refundable or creditable against the U.S. Holder’s U.S. federal income tax liability,
provided the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding the application
of the United States information reporting and backup withholding rules.
Foreign Financial Asset Reporting
Certain U.S. Holders are required to report their holdings of certain
foreign financial assets, including our Shares, on IRS Form 8938 (Statement of Specified Foreign Financial Assets) if the aggregate value
of all of these assets exceeds certain threshold amounts, subject to certain exceptions (including an exception for Shares held in accounts
maintained by certain financial institutions). Penalties can apply if U.S. Holders fail to satisfy such reporting requirements.
U.S. Holders should consult their tax advisors regarding the application of these reporting requirements on the ownership and disposition
of our Shares.
10.F. DIVIDENDS AND PAYING AGENTS
Not applicable.
10.G. STATEMENT BY EXPERTS
Not applicable.
10.H. DOCUMENTS ON DISPLAY
Any statement in this Annual Report about any of our contracts
or other documents is not necessarily complete. If the contract or document is filed as an exhibit to this Annual Report, the contract
or document is deemed to modify the description contained in this Annual Report. You must review the exhibits themselves for a complete
description of the contract or document.
We are subject to the informational requirements of the Exchange
Act. Accordingly, we are required to file reports and other information with the SEC, including annual reports on Form 20-F and periodic
reports on Form 6-K. The SEC maintains an Internet website that contains reports and other information about issuers, like us, that file
electronically with the SEC. The address of that website is www.sec.gov. In addition, copies of all information and documents pertaining
to press releases, media conferences, investor updates and presentations at analyst and investor presentation conferences can be downloaded
from our website www.nexxen.com. The information contained on our website is not a part of this Form 20-F.
As a foreign private issuer, we are exempt under the Exchange Act
from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors
and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange
Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently
or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we furnish or make available to our
shareholders certain reports including Annual Reports on Form 20-F, periodic reports on Form 6-K and other information, with the SEC pursuant
to the rules and regulations of the SEC that apply to foreign private issuers.
10.I. SUBSIDIARY INFORMATION
Not applicable.
10.J. ANNUAL REPORT TO SECURITY HOLDERS
The Company intends to submit any annual report provided to security
holders in electronic format as an exhibit to a periodic report on Form 6-K.
95
ITEM
11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk in the ordinary course of our business.
Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.
Our market risk exposure is primarily a result of foreign currency exchange rates and interest rates, which are discussed in detail below.
See Note 18e and 18f of our audited consolidated financial statements for further information about market risk sensitivity.
Interest rate risk
We believe that we have no significant exposure to interest rate
risk as we have no significant long-term loans. However, our future interest income may fall short of expectations due to changes in market
interest rates.
Foreign currency exchange risk
Foreign currency transactions
Transactions in foreign currencies are translated to the respective
functional currencies of us and our subsidiaries at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated
in foreign currencies at the reporting date are translated into the functional currency at the exchange rate on that date. The foreign
currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the year,
adjusted for effective interest and payments during the year, and the amortized cost in foreign currency translated at the exchange rate
as of the end of the year.
Non-monetary assets and liabilities denominated in foreign currencies
that are measured at fair value are retranslated to the functional currency at the exchange rate on the date that the fair value was determined.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate on the date
of the transaction.
Foreign operations
The assets and liabilities of foreign operations, including goodwill
and fair value adjustments arising on acquisition, are translated to U.S. dollars at exchange rates at the reporting date. The income
and expenses of foreign operations are translated to U.S. dollars at exchange rates at the dates of the transactions.
Foreign currency differences are recognized in other comprehensive
income and are presented in equity.
ITEM
12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
12.A. DEBT SECURITIES
Not applicable.
12.B. WARRANTS AND RIGHTS
Not applicable.
12.C. OTHER SECURITIES
Not applicable.
12.D. AMERICAN DEPOSITARY SHARES
Not applicable.
96
PART II
ITEM
13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM
14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
For information regarding material modifications to the rights
of our security holders, see Item 9.A. “Offer and Listing Details.”
ITEM 15. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in the Company’s
reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Any controls and procedures
can provide only reasonable assurance of achieving the desired objectives of the disclosure controls and procedures. Our management, with
the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation
of our disclosure controls and procedures as of December 31, 2025. Based upon that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective.
Management’s Annual Report on Internal Control over Financial
Reporting
Our management is responsible for establishing and maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on
the audited consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not
prevent or detect material misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate. Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on
the criteria set forth in “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over
financial reporting was effective.
This Annual Report does not include an attestation report of our
registered public accounting regarding internal control over financial reporting firm because we are currently an emerging growth company
in accordance with the Exchange Act.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting
(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Annual Report that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
97
ITEM 16. [RESERVED]
16.A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that Lisa Klinger qualifies
as an “audit committee financial expert”, as defined by the rules of the SEC and has the requisite financial experience defined
by the Nasdaq rules. In addition, Ms. Klinger is independent as such term is defined in Rule 10A-3(b)(1) under the Exchange Act and under
the listing standards of the Nasdaq Global Market. See Item 6. “Directors, Senior Management and
Employees—6.C. Board Practices” of this Annual Report.
16.B. CODE OF ETHICS
We have adopted a Code of Ethics and Conduct that applies to all
our employees, officers and directors, including our principal executive, principal financial and principal accounting officers. Our Code
of Ethics and Conduct addresses, among other things, competition and fair dealing, conflicts of interest, financial matters and external
reporting, company funds and assets, confidentiality and corporate opportunity requirements and the process for reporting violations of
the Code of Ethics and Conduct, employee misconduct, conflicts of interest or other violations. A copy of the code is delivered to every
employee of the Company and all of its subsidiaries and is available to investors and others on our website at investors.nexxen.com/governance/governance-overview
or by contacting our investor relations department. Our Code of Ethics and Conduct is intended to meet the definition of “code of
ethics” under Item 16.B. of Form 20-F.
16.C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees
Somekh Chaikin, a member firm of KPMG International (“KPMG”),
located in Tel Aviv, Israel (PCAOB ID No. 1057), has served as our independent registered public accounting firm for the fiscal years
ended December 31, 2025 and 2024. The following are KPMG fees for professional services in each of the respective years:
| Year
Ended December 31, |
||||||||
|
2025 |
2024 |
|||||||
|
(in thousands) |
||||||||
|
Audit fees(1)
|
741 |
816 |
||||||
|
Audit-related fees(2)
|
— |
— |
||||||
|
Tax fees(3)
|
124
|
148 |
||||||
|
All other fees(4)
|
—
|
— |
||||||
|
Total |
865
|
964 |
||||||
| (1) |
“Audit fees” are the aggregate fees billed for professional services rendered for the audit of our annual financial statements
or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements. |
| (2) |
“Audit-related fees” are the aggregate fees billed for assurance and related services that are reasonably related to
the performance of the audit or review of our financial statements and are not reported under audit fees. These fees primarily consist
of accounting consultations regarding the accounting treatment of matters that occur in the regular course of business, implications of
new accounting pronouncements and other accounting issues that occur from time to time. |
| (3) |
“Tax fees” are the aggregate fees billed for professional services rendered for tax compliance, tax advice, and tax planning.
These fees primarily consist of charges for professional services related to tax compliance, tax advice, and tax planning. Tax fees can
encompass assistance with tax return preparation, tax audits, and consultations on tax-related matters.
|
| (4) |
“All other fees” are the aggregate fees billed for products and services provided, other than the services reported under
audit fees, audit-related fees, and tax fees. |
98
Pre-Approval Policies and Procedures
The advance approval of our audit committee or members thereof,
to whom approval authority has been delegated, is required for all audit and non-audit services provided by our auditors. All the services
were pre-approved to the extent required.
Our audit committee has adopted a pre-approval policy for the engagement
of our independent accountant to perform certain audit and non-audit services. Pursuant to this policy, which is designed to assure that
such engagements do not impair the independence of our auditors, the audit committee pre-approves annually a catalog of specific audit
and non-audit services in the categories of audit service, audit-related service and tax services that may be performed by our independent
accountants.
16.D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
COMMITTEES.
Not applicable.
16.E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER
AND AFFILIATED PURCHASERS.
We have effected several share repurchase programs over the years.
From March 1, 2022, when we launched a series of share repurchase programs, through December 31, 2025, we and our subsidiaries repurchased
29,794,967 Shares, or 38.45% of shares outstanding, reflecting a total investment of $258.2 million.
Our current outstanding share repurchase program is for the repurchase
of $20.0 million of Shares, which commenced on September 19, 2025 and is scheduled to continue until the earlier of March 19, 2026 or
completion. As of December 31, 2025, we had $7.5 million remaining on the repurchase program authorization.
Until the AIM-delisting on February 14, 2025, our share repurchases
were effected on the AIM Market, and beginning February 18, 2025 the share repurchases are effected on Nasdaq. All share repurchases are
made in accordance with all applicable securities laws and regulations.
On November 20, 2025, we publicly announced an additional share repurchase program authorizing
the repurchase of up to $40.0 million of Shares. The new repurchase plan is expected to commence upon completion of the ongoing existing
repurchase plan.
The table below provides detailed information.
|
Period |
Total Number of Ordinary Shares Purchased |
Average Price Paid per Ordinary Share |
Total Number of Ordinary Shares Purchased as Part of Publicly Announced
Plans or Programs (1) |
Approximate Dollar Value that May Yet be Purchased under the Plans
or Programs (1) |
||||||||||||
|
January 1 – January 31 |
1,060,678 |
$ |
9.91 |
1,060,678 |
$ |
27,827,281 |
||||||||||
|
February 1 – February 28 |
1,107,268 |
$ |
9.35 |
1,107,268 |
$ |
17,447,993 |
||||||||||
|
March 1 – March 31 |
1,498,918 |
$ |
7.96 |
1,498,918 |
$ |
5,479,185 |
||||||||||
|
April 1 – April 30 |
1,877,280 |
$ |
8.74 |
1,877,280 |
$ |
39,027,629 |
||||||||||
|
May 1 – May 31 |
1,260,000 |
$ |
11.30 |
1,260,000 |
$ |
24,769,347 |
||||||||||
|
June 1 – June 30 |
800,000 |
$ |
10.45 |
800,000 |
$ |
16,389,723 |
||||||||||
|
July 1 – July 31 |
880,000 |
$ |
10.41 |
880,000 |
$ |
7,214,691 |
||||||||||
|
August 1 – August 31 |
460,000 |
$ |
9.82 |
460,000 |
$ |
2,688,457 |
||||||||||
|
September 1 – September 30 |
456,215 |
$ |
9.59 |
456,215 |
$ |
18,305,514 |
||||||||||
|
October 1 – October 31 |
517,500 |
$ |
8.58 |
517,500 |
$ |
13,854,082 |
||||||||||
|
November 1 – November 30 |
427,500 |
$ |
7.11 |
427,500 |
$ |
10,806,077 |
||||||||||
|
December 1 – December 31 |
495,000 |
$ |
6.63 |
495,000 |
$ |
7,514,986 |
||||||||||
|
Total |
10,840,359 |
$ |
9.30 |
10,840,359 |
$ |
— |
||||||||||
| (1) |
The repurchase program of $50.0 million which was publicly announced on October 17, 2024, commenced on November 19, 2024 and was
completed on April 9, 2025. The repurchase program of $50.0 million which was publicly announced on March 4, 2025, commenced on April
9, 2025 and was completed on September 18, 2025. The repurchase program of $20.0 million which was publicly announced on August 15, 2025,
commenced on September 19, 2025 and will end at the earlier of March 19, 2026 or completion. |
99
16.F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
None.
16.G. CORPORATE GOVERNANCE
As a foreign private issuer, we are permitted to comply with Israeli
corporate governance practices instead of the Nasdaq Stock Market requirements, provided that we
disclose those Nasdaq Stock Market requirements with which we do not comply and the equivalent Israeli requirement that we follow instead.
We rely on this “foreign private issuer exemption”
with respect to the quorum requirement for shareholder meetings. As permitted under the Companies Law, pursuant to our amended and restated
articles of association, the quorum required for an ordinary meeting of shareholders consists of at least two shareholders present in
person, by proxy or by other voting instrument in accordance with the Companies Law who hold at least 25% of the voting power of our shares
(and if the meeting is adjourned for a lack of quorum, the quorum for such adjourned meeting will be, subject to certain exceptions, any
number of shareholders), instead of 33-1/3% of the issued share capital as required under the corporate governance rules of Nasdaq. We
otherwise comply with the rules generally applicable to U.S. domestic companies listed on Nasdaq. We may, however, in the future decide
to use the “foreign private issuer exemption” and opt out of some or all of the other corporate governance rules.
See Item 6. “Directors,
Senior Management and Employees—6C. Board Practices.”
16.H. MINE SAFETY DISCLOSURE
Not applicable.
16.I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS
Not applicable.
100
16.J. INSIDER TRADING POLICIES
We have adopted a written insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to us. In addition, with regard to the Company trading in its own securities, it is our policy to comply with the U.S. federal securities laws and the applicable exchange listing requirements.
A copy of the Insider Trading Policy, as amended on March 3, 2026, is filed as Exhibit 11.1 to this Annual Report.
16.K. CYBERSECURITY
Risk Management and Strategy
Following these risk assessments, we design, implement, and maintain reasonable safeguards to minimize identified risks; reasonably address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards.
Our overall risk management system includes:
| • |
a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;
|
| • |
policies, standards and processes based upon National Institute of Standards and Technology (“NIST”), the International Organization for Standardization and other applicable industry standards;
|
| • |
regular assessments and deployment technical safeguards to improve the protection of our information systems;
|
101
| • |
the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls;
|
| • |
cybersecurity awareness training of our employees, incident response personnel, and senior management;
|
| • |
a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and
|
| • |
|
We continue to make investments to enhance the protection of our information technology systems and our business from cybersecurity incidents, including maintaining a cybersecurity insurance policy.
Governance
Our board of directors, with the assistance of the audit committee, oversees the Company’s cybersecurity programs and strategies.
The audit committee, in collaboration with senior management, oversees the Company’s guidelines and policies with respect to risk assessment and risk management, including risk exposures related to information security, cybersecurity and data protection, and the steps management has taken to monitor and control such exposures.
102
PART III
ITEM 17. FINANCIAL STATEMENTS
We have provided the financial statement information required by this Item 17 in, and pursuant to Item 18, such disclosure which is incorporated by reference herein.
ITEM 18. FINANCIAL STATEMENTS
Please refer to the financial statements filed as part of this Annual Report beginning on page F-1.
ITEM 19. EXHIBITS
See exhibit index incorporated herein by reference.
|
Exhibit No.
|
Description
|
|
|
1.1
|
Amended and Restated Articles of Association of the Registrant (incorporated by reference to Exhibit 1.1 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2024 (File No. 001-40504), filed with the SEC on March 5, 2025).
|
|
|
2.1
|
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 as of February 18, 2025 (incorporated herein by reference the Registrant’s Registration Statement on Form 8-A/A (File No. 001-40504), filed with the SEC on February 18, 2025).
|
|
|
4.1
|
Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form F-1 (File No. 333-256452), filed with the SEC on May 25, 2021).
|
|
|
4.2
|
Nexxen International Ltd. Global Share Incentive Plan (2011), as amended (incorporated herein by reference to Exhibit 4.2 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2024 (File No. 001-40504), filed with the SEC on March 5, 2025).
|
|
|
4.3
|
Nexxen International Ltd. 2017 Equity Incentive Plan, as amended (incorporated herein by reference to Exhibit 4.3 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2024 (File No. 001-40504), filed with the SEC on March 5, 2025).
|
|
|
4.4
|
Amendment No. 6 to Nexxen International Ltd. 2017 Equity Incentive Plan, dated January 6, 2026.
|
|
|
4.5
|
Remuneration Policy for Directors and Executives (incorporated by reference to Exhibit 4.4 to the Registrant's Annual Report on Form 20-F for the year ended December 31, 2024 (File No. 001-40504), filed with the SEC on March 5, 2025).
|
|
|
4.6*
|
Credit Agreement, dated as of September 12, 2022, by and among Nexxen Group US Holdings Inc. (f/k/a Unruly Group US Holding Inc.), Nexxen Holdings Ltd (f/k/a Unruly Holdings Limited), Nexxen International Ltd., Royal Bank of Canada, and other Lenders and L/C Issuers party thereto (incorporated herein by reference to Exhibit 4.6 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2022 (File No. 001-40504), filed with the SEC on March 7, 2023).
|
|
| 4.7* |
First Amendment to Credit Agreement, dated as of April 9, 2024, by and among Nexxen Group US Holdings Inc. (f/k/a Unruly Group US Holdings Inc.), Nexxen Holdings Ltd. (f/k/a Unruly Holdings Limited), Nexxen International Ltd., Royal Bank of Canada and other Lenders and L/C Issuers party thereto.
|
|
|
4.8*
|
Second Amendment to Credit Agreement, dated as of May 29, 2025, by and among Nexxen Group US Holdings Inc. (f/k/a Unruly Group US Holding Inc.), Nexxen Holdings Ltd (f/k/a Unruly Holdings Limited), Nexxen International Ltd., Royal Bank of Canada and other Lenders and L/C Issuers party thereto.
|
|
|
8.1
|
List of Subsidiaries of the Registrant.
|
|
|
11.1
|
Insider Trading Policy.
|
|
|
12.1
|
Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
|
|
|
12.2
|
Certificate of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
|
|
|
13.1
|
Certificate of Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
|
|
|
13.2
|
Certificate of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
|
|
|
15.1
|
Consent of Somekh Chaikin, a member firm of KPMG International, an independent registered public accounting firm.
|
|
|
97.1
|
Incentive-Based Compensation Recoupment Policy (incorporated herein by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2023 (File No. 001-40504), filed with the SEC on March 6, 2024).
|
|
|
101.INS
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
101.DEF
|
XBRL Taxonomy Definition Linkbase Document.
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
104
|
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document).
|
* The schedules and exhibits to this agreement have been omitted pursuant to Instructions as to Exhibits to Form 20-F. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
103
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
|
NEXXEN INTERNATIONAL LTD.
|
|||
|
By:
|
/s/ Ofer Druker
|
||
|
Ofer Druker
|
|||
|
Chief Executive Officer
|
|||
|
By:
|
/s/ Sagi Niri
|
||
|
Sagi Niri
|
|||
|
Chief Financial Officer
|
|||
Date: March 4, 2026
104
NEXXEN INTERNATIONAL LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2025
NEXXEN INTERNATIONAL LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2025
TABLE OF CONTENTS
|
Page
|
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUTING FIRM (PCAOB
|
F - 3
|
|
CONSOLIDATED FINANCIAL STATEMENTS:
|
|
|
Consolidated Statements of Financial Position
|
F - 4 |
|
Consolidated Statements of Operation and Other Comprehensive income (loss)
|
F - 5 |
|
Consolidated Statements of Changes in Equity
|
F - 6 - F - 7 |
|
Consolidated Statements of Cash Flows
|
F - 8 |
|
Notes to Consolidated Financial Statements
|
F - 9 - F - 42
|
F - 2
Somekh Chaikin
17 Ha’arba’a Street, PO Box 609
KPMG Millennium Tower
Tel Aviv 6100601, Israel
+972 3 684 8000
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Nexxen International Ltd.
Nexxen International Ltd.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Nexxen International Ltd. (and subsidiaries) (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operation and other comprehensive income (loss), changes in equity, and cash flows for each of the years in the three‑year period ended December 31, 2025 and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2025, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Member Firm of KPMG International
We have served as the Company’s auditor since 2014.
March 4, 2026
KPMG Somekh Chaikin, an Israeli partnership and a member firm of the KPMG global organization of independent member
firms affiliated with KPMG International Limited, a private English company limited by guarantee.
firms affiliated with KPMG International Limited, a private English company limited by guarantee.
F - 3
NEXXEN INTERNATIONAL LTD.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
|
December 31
|
||||||||||||
|
2025
|
2024
|
|||||||||||
|
Note
|
USD thousands
|
|||||||||||
|
ASSETS:
|
||||||||||||
|
Cash and cash equivalents
|
10
|
|
|
|||||||||
|
Trade receivables, net
|
8
|
|
|
|||||||||
|
Other receivables
|
8
|
|
|
|||||||||
|
Current tax assets
|
|
|
||||||||||
|
TOTAL CURRENT ASSETS
|
|
|
||||||||||
|
Fixed assets, net
|
5
|
|
|
|||||||||
|
Right-of-use assets
|
6
|
|
|
|||||||||
|
Intangible assets, net
|
7
|
|
|
|||||||||
|
Deferred tax assets
|
4
|
|
|
|||||||||
|
Investment in shares
|
18
|
|
|
|||||||||
|
Other long-term assets
|
|
|
||||||||||
|
TOTAL NON-CURRENT ASSETS
|
|
|
||||||||||
|
TOTAL ASSETS
|
|
|
||||||||||
|
Liabilities and shareholders’ equity
|
||||||||||||
|
LIABILITIES:
|
||||||||||||
|
Current maturities of lease liabilities
|
6
|
|
|
|||||||||
|
Trade payables
|
9
|
|
|
|||||||||
|
Other payables
|
9
|
|
|
|||||||||
|
Current tax liabilities
|
|
|
||||||||||
|
TOTAL CURRENT LIABILITIES
|
|
|
||||||||||
|
Employee benefits
|
|
|
||||||||||
|
Long-term lease liabilities
|
6
|
|
|
|||||||||
|
Deferred tax liabilities
|
4
|
|
|
|||||||||
|
TOTAL NON-CURRENT LIABILITIES
|
|
|
||||||||||
|
TOTAL LIABILITIES
|
|
|
||||||||||
|
SHAREHOLDERS’ EQUITY:
|
15
|
|||||||||||
|
Share capital
|
|
|
||||||||||
|
Share premium
|
|
|
||||||||||
|
Accumulated comprehensive income (loss)
|
|
(
|
)
|
|||||||||
|
Retained earnings
|
|
|
||||||||||
|
TOTAL SHAREHOLDERS’ EQUITY
|
|
|
||||||||||
|
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
||||||||||
|
Chairman of the Board of Directors
|
CEO
|
CFO
|
Date of approval of the financial statements: March 4, 2026.
The accompanying notes are an integral part of these consolidated financial statements.
F - 4
NEXXEN INTERNATIONAL LTD.
CONSOLIDATED STATEMENTS OF OPERATION AND OTHER COMPREHENSIVE INCOME (LOSS)
|
Year ended
December 31
|
||||||||||||||||
|
2025
|
2024
|
2023
|
||||||||||||||
|
Note
|
USD thousands
|
|||||||||||||||
|
Revenues
|
12
|
|
|
|
||||||||||||
|
Cost of Revenues (Exclusive of depreciation and amortization shown separately below)
|
13
|
|
|
|
||||||||||||
|
Research and development expenses
|
|
|
|
|||||||||||||
|
Selling and marketing expenses
|
|
|
|
|||||||||||||
|
General and administrative expenses
|
14
|
|
|
|
||||||||||||
|
Depreciation and amortization
|
|
|
|
|||||||||||||
|
Other expenses, net
|
|
|
|
|||||||||||||
|
Total operating costs
|
|
|
|
|||||||||||||
|
Operating Profit (loss)
|
|
|
(
|
)
|
||||||||||||
|
Financing income
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
|
Financing expenses
|
|
|
|
|||||||||||||
|
Financing expenses (income), net
|
(
|
)
|
|
|
||||||||||||
|
Profit (loss) before taxes on income
|
|
|
(
|
)
|
||||||||||||
|
Tax expenses
|
4
|
|
|
|
||||||||||||
|
Profit (loss) for the year
|
|
|
(
|
)
|
||||||||||||
|
Other comprehensive income (loss) items:
|
||||||||||||||||
|
Foreign currency translation differences for foreign operations
|
|
(
|
)
|
|
||||||||||||
|
Foreign currency translation for subsidiary sold reclassified to profit and loss
|
|
|
|
|||||||||||||
|
Total other comprehensive income (loss) for the year
|
|
(
|
)
|
|
||||||||||||
|
Total comprehensive income (loss) for the year
|
|
|
(
|
)
|
||||||||||||
|
Earnings per share
|
||||||||||||||||
|
Basic earnings (loss) per share (in USD)
|
16
|
|
|
(
|
)
|
|||||||||||
|
Diluted earnings (loss) per share (in USD)
|
16
|
|
|
(
|
)
|
|||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F - 5
NEXXEN INTERNATIONAL LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
Share capital
|
Share premium
|
Accumulated comprehensive income (loss)
|
Retained Earnings
|
Total
|
||||||||||||||||
|
USD thousands
|
||||||||||||||||||||
|
Balance as of January 1, 2023
|
|
|
(
|
)
|
|
|
||||||||||||||
|
Total comprehensive income (loss) for the year
|
||||||||||||||||||||
|
Loss for the year
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
|
Other comprehensive income:
|
||||||||||||||||||||
|
Foreign currency translation
|
|
|
|
|
|
|||||||||||||||
|
Foreign currency translation for subsidiary sold
|
|
|
|
|
|
|||||||||||||||
|
Total comprehensive income (loss) for the year
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
|
Transactions with owners, recognized directly in equity
|
||||||||||||||||||||
|
Own shares acquired
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
||||||||||||
|
Share based compensation
|
|
|
|
|
|
|||||||||||||||
|
Exercise of share options
|
|
|
|
|
|
|||||||||||||||
|
Balance as of December 31, 2023
|
|
|
(
|
)
|
|
|
||||||||||||||
|
Share capital
|
Share premium
|
Accumulated comprehensive income (loss)
|
Retained Earnings
|
Total
|
||||||||||||||||
|
USD thousands
|
||||||||||||||||||||
|
Balance as of January 1, 2024
|
|
|
(
|
)
|
|
|
||||||||||||||
|
Total comprehensive income (loss) for the year
|
||||||||||||||||||||
|
Profit for the year
|
|
|
|
|
|
|||||||||||||||
|
Other comprehensive loss:
|
||||||||||||||||||||
|
Foreign currency translation
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
|
Total comprehensive income (loss) for the year
|
|
|
(
|
)
|
|
|
||||||||||||||
|
Transactions with owners, recognized directly in equity
|
||||||||||||||||||||
|
Own shares acquired
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
||||||||||||
|
Share based compensation
|
|
|
|
|
|
|||||||||||||||
|
Exercise of share options
|
|
|
|
|
|
|||||||||||||||
|
Balance as of December 31, 2024
|
|
|
(
|
)
|
|
|
||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F - 6
NEXXEN INTERNATIONAL LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
Share capital
|
Share premium
|
Accumulated comprehensive income (loss)
|
Retained Earnings
|
Total
|
||||||||||||||||
|
USD thousands
|
||||||||||||||||||||
|
Balance as of January 1, 2025
|
|
|
(
|
)
|
|
|
||||||||||||||
|
Total comprehensive income for the year
|
||||||||||||||||||||
|
Profit for the year
|
|
|
|
|
|
|||||||||||||||
|
Other comprehensive income:
|
||||||||||||||||||||
|
Foreign currency translation
|
|
|
|
|
|
|||||||||||||||
|
Total comprehensive income for the year
|
|
|
|
|
|
|||||||||||||||
|
Transactions with owners, recognized directly in equity
|
||||||||||||||||||||
|
Own shares acquired
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
||||||||||||
|
Share based compensation
|
|
|
|
|
|
|||||||||||||||
|
Exercise of share options
|
|
|
|
|
|
|||||||||||||||
|
Balance as of December 31, 2025
|
|
|
|
|
|
|||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F - 7
NEXXEN INTERNATIONAL LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
Year ended
December 31
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
USD thousands
|
||||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Profit (loss) for the year
|
|
|
(
|
)
|
||||||||
|
Adjustments for:
|
||||||||||||
|
Depreciation and amortization
|
|
|
|
|||||||||
|
Net financing expense (income)
|
(
|
)
|
|
|
||||||||
|
Loss from disposals of fixed and intangible assets
|
|
|
|
|||||||||
|
Loss (income) on leases modification
|
(
|
)
|
|
|
||||||||
|
Loss and revaluation on sale of business unit
|
|
|
|
|||||||||
|
Remeasurement of net investment in a finance lease
|
|
|
|
|||||||||
|
Share-based compensation and restricted shares
|
|
|
|
|||||||||
|
Tax expense
|
|
|
|
|||||||||
|
Change in trade and other receivables
|
|
(
|
)
|
|
||||||||
|
Change in trade and other payables
|
(
|
)
|
|
(
|
)
|
|||||||
|
Change in employee benefits
|
(
|
)
|
|
(
|
)
|
|||||||
|
Income taxes received
|
|
|
|
|||||||||
|
Income taxes paid
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Interest received
|
|
|
|
|||||||||
|
Interest paid
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net cash provided by operating activities
|
|
|
|
|||||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
|
Change in pledged deposits, net
|
(
|
)
|
|
|
||||||||
|
Payments on finance lease receivable
|
|
|
|
|||||||||
|
Repayment of debt investment
|
|
|
|
|||||||||
|
Acquisition of fixed assets
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Acquisition and capitalization of intangible assets
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Investment in shares
|
(
|
)
|
|
|
||||||||
|
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
|
Acquisition of own shares
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Proceeds from exercise of share options
|
|
|
|
|||||||||
|
Leases repayment
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Repayment of long-term debt
|
|
(
|
)
|
|
||||||||
|
Net cash used in financing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net increase (decrease) in cash and cash equivalents
|
(
|
)
|
(
|
)
|
|
|||||||
|
CASH AND CASH EQUIVALENTS AS OF THE BEGINNING OF YEAR
|
|
|
|
|||||||||
|
EFFECT OF EXCHANGE RATE FLUCTUATIONS ON CASH AND CASH EQUIVALENTS
|
|
(
|
)
|
(
|
)
|
|||||||
|
CASH AND CASH EQUIVALENTS AS OF THE END OF YEAR
|
|
|
|
|||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F - 8
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 1: |
GENERAL
|
| a. |
Reporting entity:
|
Nexxen International Ltd. (the “Company” or “Nexxen International”), formerly known as Tremor International Ltd., was incorporated in Israel under the laws of the State of Israel on March 20, 2007. The address of the registered office is 82 Yigal Alon Street Tel-Aviv, 6789124, Israel.
The consolidated financial statements include Nexxen International Ltd. And its subsidiaries (the “Group”).
Nexxen International is a global Company offering a unified data-driven end-to-end software platform (the “Platform”) that supports a wide range of media types (e.g., video, display, etc.) and devices (e.g., mobile, Connected TVs, streaming devices, desktop, etc.), creating an efficient marketplace where advertisers (buyers) are able to purchase high quality advertising inventory from publishers (sellers) in real-time and at scale. Nexxen International’s technology stack is comprised of a Demand Side Platform (“DSP”), Supply-Side Platform (“SSP”), Ad Server, and Data Management Platform (“DMP”) including audience insight and activation platform (“Discovery”), empowering customers on both the buy- and sell-sides of the ecosystem to leverage a full suite of data-driven planning and technology solutions to achieve greater efficiency, effectiveness, and outcomes in their advertising efforts. The Company’s DSP solution is delivered mainly through wholly owned subsidiary Nexxen Inc. and is designed to assist customers in a self-managed or full-service capacity to plan and execute digital marketing campaigns in real-time across various ad formats. The Company’s SSP solution (delivered through Nexxen Group LLC) is designed to monetize digital inventory for publishers by enabling their content to have the necessary code and requirements for programmatic advertising integration, and provides access to significant amounts of data and unique demand to drive more effective inventory management and revenue optimization. The Company’s “DMP” integrates both its DSP and SSP solutions, enabling advertisers and publishers to use data from various sources, including web, social media, Connected TV and linear TV, and mobile devices, to optimize results of their advertising campaigns. Nexxen International is headquartered in Israel and maintains offices throughout the U.S., Canada, EMEA and Asia-Pacific.
| b. |
Material events during the reporting period:
|
|
During the reporting period, the Company made significant changes to its capital structure and listing arrangements.
|
F - 9
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 1: |
GENERAL (Cont.)
|
| b. |
Material events during the reporting period (Cont.):
|
All share and per ordinary share amounts included in the consolidated financial statements, including (i) issued and paid-in share capital, (ii) the exercise prices of stock options (iii) fair value per share and stock unit, (iv) the number of stock options, restricted stock units and performance share units underlying the Company’s outstanding equity awards and incentive plans, and (v) the earnings (loss) per share, have been retrospectively adjusted to give effect to the Reverse Split for all periods presented.
|
1) In August 2025, the Company entered into a definitive agreement to renew and expand its long-term strategic partnership with V (formerly known as “VIDAA”), and Programmatic smart TV Home Screen Solution. Under the updated agreement, the Company extended its exclusive access to V’s automatic content recognition (“ACR”) data and obtained exclusive advertising monetization rights on V media in North America through at least 2029. In connection with the expanded partnership, the Company completed an additional investment of USD 20 million in V during 2025. In addition, the Company committed to a further equity investment of USD 15 million, subject to the satisfaction of certain conditions precedent, which is expected to be completed in 2026. See note 18.
|
| c. |
Definitions:
|
In these financial statements –
|
The Company
|
-
|
Nexxen International Ltd.
|
|
The Group
|
-
|
Nexxen International Ltd. and its subsidiaries.
|
|
Subsidiaries
|
-
|
Companies, the financial statements of which are fully consolidated, directly, or indirectly, with the financial statements of the Company such as Nexxen Group LLC, Nexxen Holdings Limited, Nexxen Inc.
|
|
Related party
|
-
|
As defined by IAS 24, “Related Party Disclosures”.
|
| NOTE 2: | BASIS OF PREPARATION |
| a. |
Statement of compliance:
|
The consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).
The consolidated financial statements were authorized for issue by the Company’s Board of Directors on March 3, 2026.
F - 10
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 2: | BASIS OF PREPARATION (Cont.) |
| b. |
Functional and presentation currency:
|
These consolidated financial statements are presented in US Dollars (USD), which is the Company’s functional currency, and have been rounded to the nearest thousand, except when otherwise indicated. The USD is the currency that represents the principal economic environment in which the Company operates.
| c. |
Basis of measurement:
|
The consolidated financial statements have been prepared on a historical cost basis except for the following assets and liabilities:
| • |
Deferred and current tax assets and liabilities
|
| • |
Provisions
|
| • |
Derivatives
|
| • |
Investment in shares
|
For further information regarding the measurement of these assets and liabilities see Note 3 regarding material accounting policies.
| d. |
Use of estimates and judgments:
|
The preparation of financial statements in conformity with IFRS requires management of the Group to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
The preparation of accounting estimates used in the preparation of the Group’s financial statements requires management of the Group to make assumptions regarding circumstances and events that involve considerable uncertainty. Management of the Group prepares estimates on the basis of past experience, various facts, external circumstances, and reasonable assumptions according to the pertinent circumstances of each estimate.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Information about assumptions made by the Group with respect to the future and other reasons for uncertainty with respect to estimates that have a significant risk of resulting in a material adjustment to carrying amounts of assets and liabilities in the next financial year are included in Note 7, on intangible assets, with respect to the accounting of software development capitalization and impairment testing for goodwill, in Note 4, on Income Tax, with respect to uncertain tax position and in Note 18 on investments in shares.
F - 11
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 2: | BASIS OF PREPARATION (Cont.) |
| e. |
Determination of fair value:
|
Preparation of the financial statements requires the Group to determine the fair value of certain assets and liabilities. When determining the fair value of an asset or liability, the Group uses observable market data as much as possible. There are three levels of fair value measurements in the fair value hierarchy that are based on the data used in the measurement, as follows:
| • |
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
| • |
Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.
|
| • |
Level 3: inputs that are not based on observable market data (unobservable inputs).
|
Further information about the assumptions that were used to determine fair value is included in the following notes:
| • |
Note 17, on share-based compensation;
|
| • |
Note 18, on financial instruments.
|
NOTE 3: MATERIAL ACCOUNTING POLICIES
The accounting policies set out below have been applied consistently for all periods presented in these consolidated financial statements and have been applied consistently by the Group.
| a. |
Financial instruments:
|
| 1) |
Non-derivative financial assets
|
The Company’s non-derivative financial assets, which are measured at amortized cost, mainly consist of accounts receivable which are held to collect and deposits. Accounts receivable represent amounts owed by customers resulting from business transactions, and they are recognized at their original invoiced values, adjusted for expected credit losses. Loss rates are based on historical collection experience, while taking into consideration current customer information, collection history, and other relevant data at each reporting period.
The Company’s non-derivative financial assets, which are measured at fair value through profit and loss, consist of investment in shares. Net gains and losses are recognized in consolidated statements of operations and other comprehensive income (loss), financing income/expenses.
| 2) |
Non-derivative financial liabilities
|
The Company’s non-derivative financial liabilities mainly include trade and other payables and loan, all measured at amortized cost.
| 3) |
Treasury shares:
|
When share capital recognized as equity is repurchased by the Company, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as a deduction in Share Premium.
F - 12
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 3: |
MATERIAL ACCOUNTING POLICIES (Cont.)
|
| b. |
Fixed Assets:
|
Fixed assets are measured at cost less accumulated depreciation. The cost of fixed assets includes expenditure that is directly attributable to the acquisition of the asset. Depreciation is provided on all property and equipment at rates calculated to write each asset down to its residual value (assumed to be nil), using the straight-line method, over its expected useful life as follows:
|
Years
|
|
|
Computers and servers
|
|
|
Office furniture and equipment
|
|
|
Leasehold improvements
|
|
| c. |
Intangible assets:
|
| 1) |
Software development:
|
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss when incurred.
Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group has the intention and sufficient resources to complete development and to use or sell the asset. The expenditure capitalized in respect of development activities includes the cost of direct labor costs that are directly attributable to preparing the asset for its intended use. Other development expenditure is recognized in profit or loss as incurred.
| 2) |
Goodwill:
|
The Group has identified its entire operation as a single cash generating unit (CGU). The Company conducts an annual assessment of goodwill impairment on an annual basis, at year end. According to management assessment as of December 31, 2025, no impairment in respect to goodwill has been recorded. See note 7.
| 3) |
Amortization:
|
Internally generated intangible assets, such as software development costs, are not systematically amortized as long as they are not available for use, i.e., they are not yet on site or in working condition for their intended use. Goodwill is not systematically amortized as well but is tested for impairment at least once a year.
Amortization is recognized in the statements of operation and other comprehensive income (loss) on a straight-line basis over the estimated useful lives of the intangible assets from the date they are available for use.
The estimated useful lives for the current and comparative periods are as follows:
|
Software (developed and acquired)
|
|
|
Customer relationships
|
|
|
Technology
|
|
F - 13
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 3: |
MATERIAL ACCOUNTING POLICIES (Cont.)
|
| d. |
Share Based Compensation:
|
Compensation expense related to stock options, restricted stock units and performance share units. The Group’s share-based compensation plan is measured and recognized in the consolidated financial statements based on the fair value of the awards granted. The fair value of each option award is estimated on the grant date using the Black-Scholes option-pricing model. Stock-based compensation expense related to stock options, restricted stocks and performance share is recognized over the requisite service periods of the awards.
Determining the fair value of stock options awards requires judgment. The Company’s use of the Black-Scholes option pricing model requires the input of subjective assumptions. The assumptions used in the Company’s option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment.
These assumptions and estimates are as follows:
Risk-Free Interest Rate. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities approximating the expected term of the awards.
Expected Term. The expected term of an award is calculated based on the vesting date and the expiration date of the award.
Volatility. The Company determined the price volatility based on daily price observations over a period equivalent to the expected term of the award.
Dividend Yield. The dividend yield assumption is based on the Company’s history and current expectations of dividend payouts.
Fair Value of Common Stock. The fair value of common stock is based on the closing price of the Company's common stock on the grant date.
| e. |
Employee benefits:
|
| 1) |
Post-employment benefits:
|
The Group’s main post-employment benefit plan is under section 14 to the Severance Pay Law ("Section 14") for the Israeli employees and under section 401K for US employees, which is accounted for as a contribution plan. In addition, for certain employees, the Group has an additional immaterial plan that is accounted for as a defined benefit plan. These plans are usually financed by deposits with insurance companies or with funds managed by a trustee.
| 2) |
Short-term benefits:
|
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided or upon the actual absence of the employee when the benefit is not accumulated (such as maternity leave).
A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. The employee benefits are classified, for measurement purposes, as short-term benefits or as other long-term benefits depending on when the Group expects the benefits to be wholly settled.
F - 14
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 3: |
MATERIAL ACCOUNTING POLICIES (Cont.)
|
| f. |
Revenue recognition:
|
The Group generates revenue from transactions where it provides access to a Platform for the purchase and sale of digital advertising inventory. Its customers are both ad buyers, including brands and agencies, and digital publishers.
The Group generates revenue through Platform fees that are tailored to fit the customer’s specific utilization of its solutions and include: (i) a percentage of spend, (ii) flat fees and (iii) fixed costs per mille (“CPM”). CPM refers to a payment option in which customers pay a price for every 1,000 impressions an advertisement receives.
The Company maintains agreements with each publisher and buyer in the form of written service agreements, which set out the terms of the relationship, including payment terms and access to the Group’s Platforms.
Publishers provide digital advertising inventory to the Group’s Platform in the form of advertising requests, or ad request. When the Group receives ad requests from a publisher, it send bid requests to buyers, which enable buyers to bid on sellers’ digital advertising inventory according to a predefined set of parameters (e.g., demographics, intent, location, etc.). Winning bids create advertising, or paid impressions, for the publisher to present to the buyers.
The Group generates revenue from its Programmatic and Performance activities. Programmatic revenue is derived from the end-to-end platform of programmatic advertising, which uses software and algorithms to match buyers and sellers of digital advertising in a technology-driven marketplace, including licenses for data tools. Performance revenue is derived from non-core activities, consisting mainly of mobile-based activities that help brands reach their users.
The Company concluded that its Programmatic activity (i) does not have manual control over the process, (ii) the Company is not primarily responsible for fulfillment, (iii) the Company has no inventory risk and (iv) the Company obtains only momentary a title to the advertising space offered via the end-to-end platform.
As a result, the Group reports its Programmatic business, tech stack, features, business models and activity as an agent and therefore presented revenue from Programmatic on a net basis.
For the Performance activity the Company is the primary obligor to provide the services and, as such, revenue is presented on a gross basis.
Management is focused on driving growth with the Programmatic activity through the end-to-end platform, while the Performance activity is declining over time.
The Group estimates and records reduction to revenue for volume discounts based on expected volume during the incentive term.
The Group generally invoices buyers at the end of each month for the full purchase price of ad impressions monetized in that month. Accounts receivables are recorded at the amount of gross billings for the amount it is responsible to collect and accounts payable are recorded at the net amount payable to publishers. Accordingly, both accounts receivable and accounts payable appear large in relation to revenue reported on a net basis.
F - 15
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 3: |
MATERIAL ACCOUNTING POLICIES (Cont.)
|
| g. |
Classification of expenses
|
Cost of revenue
Cost of revenue (exclusive of depreciation and amortization) primarily consists of hosting fees and data costs for both Programmatic and Performance activities, as well as media costs for Performance activities that are directly attributable to revenue generated by the Company and generally based on the revenue share arrangements with audience and content partners. See Note 13.
Research and development
Research and development expenses consist primarily of compensation and related costs for personnel responsible for the research and development of new and existing products and services. Where required, development expenditures are capitalized in accordance with the Company's standard internal capitalized development policy in accordance with IAS 38 (also see Note 3c(1)). All research costs are expensed when incurred.
Selling and marketing
Selling and marketing expenses consist primarily of compensation and related costs for personnel engaged in customer service, sales, and sales support functions, as well as advertising and promotional expenditures.
General and administrative
General and administrative expenses consist primarily of compensation and related costs for personnel, and include costs related to the Company’s facilities, finance, human resources, doubtful debts, legal organizations and fees for professional services. Professional services are principally comprised of external legal, public company expenses and information technology consulting and outsourcing services that are not directly related to other operational expenses.
F - 16
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 3: |
MATERIAL ACCOUNTING POLICIES (Cont.)
|
| h. |
Financing income and expenses:
|
Financing income and expense mainly comprises foreign currencies gain and losses due to exchange rate differences, interest, hedging and bank fees.
Generally, foreign currency differences from a monetary item receivable from or payable to a foreign operation, including foreign operations that are subsidiaries, are recognized in profit or loss in the consolidated financial statements.
Foreign exchange gains and losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are recognized in other comprehensive income (loss), and are presented within equity as part of the currency translation reserve.
Foreign currency gains and losses on financial assets and financial liabilities are reported on a net basis as either financing income or financing expenses depending on whether foreign currency movements are in a net gain or net loss position.
| i. |
Taxes on income
|
The Company operates in multiple tax jurisdictions.
Offset of deferred tax assets and liabilities
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority.
Uncertain tax positions
A provision for uncertain tax positions, including additional tax and interest expenses, is recognized when it is more likely than not that the Group will have to use its economic resources to pay the obligation.
F - 17
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 3: |
MATERIAL ACCOUNTING POLICIES (Cont.)
|
| j. |
Leases:
|
Leased assets and lease liabilities
Contracts that award the Group control over the use of a leased asset for a period of time in exchange for consideration, are accounted for as leases. Upon initial recognition, the Group recognizes a liability at the present value of the balance of future lease payments (these payments do not include certain variable lease payments), and concurrently recognizes a right-of-use asset at the same amount of the lease liability, adjusted for any prepaid or accrued lease payments or provision for impairment, plus initial direct costs incurred in respect of the lease.
Since the interest rate implicit in the Group's leases is not readily determinable, the incremental borrowing rate of the lessee is used.
Variable lease payments
Variable lease payments that depend on an index or a rate are initially measured using the index or rate existing at the commencement of the lease and are included in the measurement of the lease liability. When the cash flow of future lease payments change as the result of a change in an index or a rate, the balance of the liability is adjusted against the right-of-use asset.
Depreciation of right-of-use assets
After lease commencement, a right-of-use asset is measured on a cost basis less accumulated depreciation and accumulated impairment losses and is adjusted for re-measurements of the lease liability. Depreciation is calculated on a straight-line basis over the useful life or contractual lease period, whichever earlier, as follows:
| ☐ Buildings |
|
| ☐ Data centers |
|
| k. |
New standards, amendments to standards and interpretations not yet adopted:
|
IFRS 18 ‘Presentation and Disclosure in Financial Statements’
In April 2024, the IASB issued IFRS 18 - Presentation and Disclosure in Financial Statements, which introduces new concepts relating to: (i) the structure of the statement of profit or loss, (ii) required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (management-defined performance measures), and (iii) enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. The standard is effective on or after January 1, 2027. The Company is evaluating the potential impact from the adoption of this standard. The Company does not expect early adoption of this standard.
F - 18
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 3: |
MATERIAL ACCOUNTING POLICIES (Cont.)
|
| k. |
New standards, amendments to standards and interpretations not yet adopted: (Cont.)
|
|
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures
On May 30, 2024, IASB has issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures, which clarifies the classification of financial assets with environmental, social and corporate governance (ESG) and similar features, derecognition of financial liability settled through electronic payment systems and also introduces additional disclosure requirements to enhance transparency for investors regarding investments in equity instruments designated at fair value through other comprehensive income and financial instruments with contingent features. The effective date for adoption of this amendment is annual reporting periods beginning on or after January 1, 2026, although early adoption is permitted. The Company has assessed the implications of the amendments on its financial statements and concluded that the adoption of the amendments is not expected to have a material impact in its financial statements.
| NOTE 4: |
INCOME TAX
|
| a. |
Details regarding the tax environment of the Israeli companies:
|
| 1) |
Corporate tax rate
|
Taxable income of the Israeli companies is subject to the Israeli corporate tax at the rate of 23
| 2) |
Benefits under the Law for the Encouragement of Capital Investments (Investment Law)
|
The Company's operations in Israel are eligible for benefit of Industrial Enterprise and Preferred Technological Enterprise. Such statuses and related benefits do not require confirmation from the ITA. However, the Company has applied for and received Tax Rulings confirming the Company meets the requirements for such statuses, the most recent one received on December 31, 2025 and effective through December 31, 2027. Preferred technological income that meets the conditions required in the law, will be subject to a reduced Israeli corporate tax rate of 12 %.
F - 19
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 4: |
INCOME TAX (Cont.)
|
| a. |
Details regarding the tax environment of the Israeli companies: (Cont.)
|
| 3) |
Carryforward losses in Israel
|
As of December 31, 2025, the net operating loss carryforwards ("NOLs") are approximately USD 25 million (2024: USD 27.8 million), and the Capital Loss carryforward is approximately USD 0.5 million (2024: USD 2.8 million). The losses carryforward can be utilized indefinitely under Israeli tax laws.
| b. |
Details regarding the tax environment of the non-Israeli companies:
|
Non-Israeli subsidiaries are taxed according to the tax laws in their countries of residence as reported in their statutory financial statement prepared under local accounting regulations.
| 1) |
International operations outside of the US
|
As of December 31, 2025, the NOLs are approximately USD 20.1 million (2024: USD 18.7 million).
| 2) |
US operations
|
The Group submits a US federal consolidated tax return for all of its US incorporated entities.
The Company has incurred NOLs for U.S. federal income tax purposes. The utilization of these NOL carryforwards may be subject to an annual limitation under Section 382 of the Internal Revenue Code due to ownership changes that have occurred or may occur in the future. As a result, a portion of the Company’s NOLs may expire unused.
Deferred tax assets related to U.S. net operating loss carryforwards have not been fully recognized, as their utilization is subject to limitations under Section 382 of the Internal Revenue Code following ownership changes, and management cannot conclude that realization is probable.
On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (“OBBB”), which made permanent and modified certain provisions of the Tax Cuts and Jobs Act that was signed into law on December 22, 2017, and introduced additional changes to U.S. federal corporate taxation.
In accordance with IAS 12, the Group recognized the effects of the enacted tax law changes in the period in which the legislation was enacted. The impact of the OBBB primarily relates to the remeasurement of deferred tax assets and liabilities, based on the tax rates and provisions expected to apply when the underlying temporary differences reverse.
F - 20
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 4: |
INCOME TAX (Cont.)
|
| b. |
Details regarding the tax environment of the non-Israeli companies: (Cont.)
|
The OBBB preserved the U.S. federal corporate income tax rate at 21 %, reinstated full expensing of domestic research and experimental expenditures, restored 100% bonus depreciation for qualifying property, and modified limitations on interest deductibility under Section 163(j). Certain international tax provisions, including those related to GILTI and FDII, were also amended, with varying effective dates.
As of December 31, 2025, the U.S. federal NOLs carryforwards attributable to prior acquisitions amounted to approximately USD 24.5 million (2024: USD 51.6 million) which will expire in 2032, and an additional approximately USD 256.6 million (2024: USD 265.9 million), available for utilization through 2074.
As of December 31, 2025, the Capital Loss carryforward is approximately USD 29.5 million (2024: USD 29.5 million). Capital losses can be carried back for three years , and forward for five years , and can be subject to several restrictions.
| c. |
Composition of income tax benefit:
|
|
Year ended
December 31
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
USD thousands
|
||||||||||||
|
Current tax expense (income)
|
||||||||||||
|
Current year
|
|
|
(
|
)
|
||||||||
|
Previous year
|
|
|
|
|||||||||
|
|
|
(
|
)
|
|||||||||
|
Deferred tax expense (income)
|
||||||||||||
|
Creation and reversal of temporary differences
|
|
(
|
)
|
|
||||||||
|
Tax expenses
|
|
|
|
|||||||||
The following are the domestic and foreign components of the Group’s income taxes:
|
Year ended
December 31
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
USD thousands
|
||||||||||||
|
Domestic
|
(
|
)
|
|
(
|
)
|
|||||||
|
US
|
|
(
|
)
|
|
||||||||
|
International
|
|
(
|
)
|
(
|
)
|
|||||||
|
Tax expenses
|
|
|
|
|||||||||
F - 21
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 4: |
INCOME TAX (Cont.)
|
| d. |
Reconciliation between the theoretical tax on the pre-tax profit (loss) and the tax expense:
|
|
Year ended
December 31
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
USD thousands
|
||||||||||||
|
Profit (Loss) before taxes on income
|
|
|
(
|
)
|
||||||||
|
Tax calculated according to the Company’s domestic tax rate
|
|
%
|
|
%
|
|
%
|
||||||
|
Tax using the Company's domestic tax rate
|
|
|
(
|
)
|
||||||||
|
Additional tax (tax saving) in respect of:
|
||||||||||||
|
Non-deductible expenses net of non- taxable income (*)
|
|
|
|
|||||||||
|
Difference between measurement basis of income/expenses for tax purposes and measurement basis of income/expenses for financial reporting purposes
|
(
|
)
|
(
|
)
|
|
|||||||
|
Effect of reduced tax rate in Israel for Preferred Enterprise status
|
(
|
)
|
|
|
||||||||
|
Differences in previous tax assessments
|
|
|
|
|||||||||
|
Recognition of previously unrecognized tax losses and benefits
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Change in temporary differences for which deferred taxes are not recognized
|
|
(
|
)
|
|
||||||||
|
Effect of different tax rates in foreign jurisdictions
|
|
(
|
)
|
|
||||||||
|
Tax expenses
|
|
|
|
|||||||||
|
Effective income tax rate
|
|
%
|
|
%
|
(
|
%)
|
||||||
| (*) |
including non- deductible share-based compensation expenses.
|
F - 22
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 4: |
INCOME TAX (Cont.)
|
| e. |
Deferred tax assets and liabilities:
|
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below:
|
Intangible Assets and R&D expenses
|
Employees Compensation
|
Carryforward Losses
|
Fixed Assets
|
Doubtful Debts
|
Other
|
Total
|
||||||||||||||||||||||
|
USD thousands
|
||||||||||||||||||||||||||||
|
Balance of deferred tax asset (liability) as of January 1, 2024
|
(
|
)
|
|
|
(
|
)
|
|
|
|
|||||||||||||||||||
|
Changes recognized in profit or Loss
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|||||||||||||||||||
|
Changes recognized in equity
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|||||||||||||||||
|
Balance of deferred tax asset (liability) as of December 31, 2024
|
(
|
)
|
|
|
(
|
)
|
|
|
|
|||||||||||||||||||
|
Changes recognized in profit or Loss
|
(
|
)
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||
|
Changes recognized in equity
|
(
|
)
|
(
|
)
|
|
|
|
|
(
|
)
|
||||||||||||||||||
|
Balance of deferred tax asset (liability) as of December31, 2025
|
(
|
)
|
|
|
(
|
)
|
|
|
|
|||||||||||||||||||
As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets.
| f. |
Uncertain tax positions:
|
As of December 31, 2025, and 2024, the Company has gross unrecognized tax benefits of approximately USD 4,166 thousand and USD 6,260 thousand, respectively. The Company classifies liabilities for unrecognized tax benefits in current tax.
| g. |
Tax assessment:
|
The tax assessments of the Company in Israel through (and including) 2022 is considered to be final.
U.S. federal income tax returns filed by the Company's U.S. subsidiaries for the tax years up to and including 2020 are no longer subject to general audit. 2021 tax returns are no longer subject to general audit, with the exception of an amendment that was made and which is subject to examination within the relevant statute of limitations from the date of the amendment. To the extent the Company or its subsidiaries generated net operating losses or tax credits in closed tax years, future use of the net operating loss or tax credit carry forward balance would be subject to examination within the relevant statute of limitations for the year in which it was utilized.
F - 23
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 5: |
FIXED ASSETS, NET
|
|
Computers and Servers
|
Office furniture and equipment
|
Leasehold improvements
|
Total
|
|||||||||||||
|
USD thousands
|
||||||||||||||||
|
Cost
|
||||||||||||||||
|
Balance as of January 1, 2024
|
|
|
|
|
||||||||||||
|
Exchange rate differences
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Additions *
|
|
|
|
|
||||||||||||
|
Disposals
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Balance as of December 31, 2024
|
|
|
|
|
||||||||||||
|
Exchange rate differences
|
|
|
|
|
||||||||||||
|
Additions *
|
|
|
|
|
||||||||||||
|
Disposals
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Balance as of December 31, 2025
|
|
|
|
|
||||||||||||
|
Accumulated Depreciation
|
||||||||||||||||
|
Balance as of January 1, 2024
|
|
|
|
|
||||||||||||
|
Exchange rate differences
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Disposals
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Additions
|
|
|
|
|
||||||||||||
|
Balance as of December 31, 2024
|
|
|
|
|
||||||||||||
|
Exchange rate differences
|
|
|
|
|
||||||||||||
|
Disposals
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Additions
|
|
|
|
|
||||||||||||
|
Balance as of December 31, 2025
|
|
|
|
|
||||||||||||
|
Carrying amounts
|
||||||||||||||||
|
As of December 31, 2025
|
|
|
|
|
||||||||||||
|
As of December 31, 2024
|
|
|
|
|
||||||||||||
* As of December 31, 2025, USD 2,361 thousand additions have not been paid (2024: USD 739 thousand).
F - 24
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 6: |
LEASES
|
| a. |
Leases in which the Group is the lessee:
|
The Group applies IFRS 16, Leases. The Group has lease agreements with respect to the following items:
| - |
Offices;
|
| - |
Data centers.
|
| 1) |
Information regarding material lease agreements:
|
| a) |
The Group leases offices mainly in the United States of America (US), Israel, Canada and UK with contractual original lease periods ending between the years 2026 and 2031 from several lessors.
A lease liability in the amount of USD
|
| b) |
The Group leases data center and related network infrastructure with contractual original lease periods ending between the years 2026 and 2028. The Group did not assume renewals in determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement.
A lease liability in the amount of USD
|
| 2) |
Lease liability:
|
Maturity analysis of the Group's lease payments:
|
December 31
|
||||||||
|
2025
|
2024
|
|||||||
|
USD thousands
|
||||||||
|
Less than one year (0-1)
|
|
|
||||||
|
One to five years (1-5)
|
|
|
||||||
|
More than five years (5+)
|
|
|
||||||
|
Total
|
|
|
||||||
F - 25
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 6: |
LEASES (Cont.)
|
| a. |
Leases in which the Group is the lessee (Cont.):
|
| 3) |
Right-of-use assets - Composition:
|
|
Offices
|
Data center
|
Total
|
||||||||||
|
USD thousands
|
||||||||||||
|
Balance as of January 1, 2024
|
|
|
|
|||||||||
|
Depreciation and amortization on right-of-use assets
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Additions
|
|
|
|
|||||||||
|
Lease modifications
|
|
|
|
|||||||||
|
Terminations
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Exchange rate differences
|
|
|
|
|||||||||
|
Balance as of December 31, 2024
|
|
|
|
|||||||||
|
Depreciation and amortization on right-of-use assets
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Additions
|
|
|
|
|||||||||
|
Lease modifications
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Terminations
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Exchange rate differences
|
|
|
|
|||||||||
|
Balance as of December 31, 2025
|
|
|
|
|||||||||
| 4) |
Amounts recognized in statement of operation:
|
|
Year ended
December 31
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
USD thousands
|
||||||||||||
|
Interest expenses on lease liability
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Depreciation and amortization of right-of-use assets
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Income (loss) recognized in profit or loss
|
|
(
|
)
|
(
|
)
|
|||||||
|
Total
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
| 5) |
Amounts recognized in the statement of cash flows:
|
|
Year ended
December 31
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
USD thousands
|
||||||||||||
|
Cash outflow for leases
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
F - 26
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 6: |
LEASES (Cont.)
|
| b. |
Leases in which the Group is a lessor:
|
| 1) |
Information regarding material lease agreements:
|
The Group subleases offices at the US for periods expiring in 2027.
In May 2024, one of the Company’s subtenants in the U.S. decided not to extend its sublease agreement. As a result, the Company remeasured its net investment in financing lease receivable and recorded a loss of USD 1,488 thousand in other expenses.
| 2) |
Net investment in the lease:
|
Presented hereunder is the movement in the net investment in the lease:
|
Offices
|
||||||||
|
Year ended
December 31
|
||||||||
|
2025
|
2024
|
|||||||
|
USD thousands
|
||||||||
|
Balance as of January 1,
|
|
|
||||||
|
Sublease receipts
|
(
|
)
|
(
|
)
|
||||
|
Remeasurement of net investment in a finance lease
|
(
|
)
|
(
|
) | ||||
|
Balance as of December 31,
|
|
|
||||||
| 3) |
Maturity analysis of net investment in finance leases:
|
|
Year ended
December 31
|
||||||||
|
2025
|
2024
|
|||||||
|
USD thousands
|
||||||||
|
Less than one year (0-1)
|
|
|
||||||
|
One to five years (1-5)
|
|
|
||||||
|
Total net investment in the lease as of December 31,
|
|
|
||||||
F - 27
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 6: |
LEASES (Cont.)
|
| b. |
Leases in which the Group is a lessor (Cont.):
|
| 4) |
Amounts recognized in statement of operation:
|
|
Offices
|
||||||||||||
|
Year ended
December 31
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
USD thousands
|
||||||||||||
|
Loss from measurement of net investment in a finance lease
|
(
|
)
|
(
|
)
|
|
|||||||
|
Financing income on the net investment in the lease
|
|
|
|
|||||||||
|
Total
|
(
|
)
|
(
|
)
|
|
|||||||
| NOTE 7: |
INTANGIBLE ASSETS, NET
|
|
Software
|
Customer relationships
|
Technology
|
Goodwill
|
Total
|
||||||||||||||||
|
USD thousands
|
||||||||||||||||||||
|
Cost
|
||||||||||||||||||||
|
Balance as of January 1, 2024
|
|
|
|
|
|
|||||||||||||||
|
Exchange rate differences
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
|
Additions
|
|
|
|
|
|
|||||||||||||||
|
Disposals
|
(
|
)
|
|
|
|
(
|
)
|
|||||||||||||
|
Balance as of December 31, 2024
|
|
|
|
|
|
|||||||||||||||
|
Exchange rate differences
|
|
|
|
|
|
|||||||||||||||
|
Additions
|
|
|
|
|
|
|||||||||||||||
|
Balance as of December 31, 2025
|
|
|
|
|
|
|||||||||||||||
|
Amortization
|
||||||||||||||||||||
|
Balance as of January 1, 2024
|
|
|
|
|
|
|||||||||||||||
|
Exchange rate differences
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||
|
Additions
|
|
|
|
|
|
|||||||||||||||
|
Disposals
|
(
|
)
|
|
|
|
(
|
)
|
|||||||||||||
|
Balance as of December 31, 2024
|
|
|
|
|
|
|||||||||||||||
|
Exchange rate differences
|
|
|
|
|
|
|||||||||||||||
|
Additions
|
|
|
|
|
|
|||||||||||||||
|
Balance as of December 31, 2025
|
|
|
|
|
|
|||||||||||||||
|
Carrying amounts
|
||||||||||||||||||||
|
As of December 31, 2025
|
|
|
|
|
|
|||||||||||||||
|
As of December31, 2024
|
|
|
|
|
|
|||||||||||||||
F - 28
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 7: |
INTANGIBLE ASSETS, NET (Cont.)
|
Capitalized development costs
Development costs capitalized in the period amounted to USD 17,427 thousand (2024: USD 15,366 thousand) and were classified under software.
Impairment testing for intangible assets
The Company's qualitative assessment as of December 31, 2025, and December 31, 2024, did not indicate that it is more likely than not that the recoverable amount of its intangible assets, and other long-lived assets is less than their aggregate carrying amount.
As of December 31, 2025, the estimated recoverable amount based on Company’s market value was lower than the carrying amount, and therefore the recoverable amount was estimated based on value in use and was determined by discounting the future cash flows. The estimated value in use was higher than the carrying amount of its net assets and therefore there was no need for impairment.
Key assumptions used in the calculation of recoverable amounts are as of December 31, 2025:
Post-tax discount rate 14 % (WACC)
Terminal value growth rate 3 %
The cash flow projections include specific estimates for 5 years and a terminal value growth rate thereafter. EBITDA growth rate is expressed as the annual growth rate in the initial 5 years of the plans used for impairment testing and has been mainly based on past experience and management expectations.
As of December 31, 2024, the recoverable amount based on Company’s fair value estimated according to quoted price of the Company’s ordinary shares was higher than the carrying amount, and therefore there was no need for impairment.
| NOTE 8: |
TRADE AND OTHER RECEIVABLES
|
|
December 31
|
||||||||
|
2025
|
2024
|
|||||||
|
USD thousands
|
||||||||
|
Trade receivables:
|
||||||||
|
Trade receivables
|
|
|
||||||
|
Allowance for expected credit losses
|
(
|
)
|
(
|
)
|
||||
|
Trade receivables, net
|
|
|
||||||
|
Other receivables:
|
||||||||
|
Prepaid expenses
|
|
|
||||||
|
Institutions
|
|
|
||||||
|
Pledged deposits
|
|
|
||||||
|
Other
|
|
|
||||||
|
|
|
|||||||
F - 29
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 9: |
TRADE AND OTHER PAYABLES
|
|
December 31
|
||||||||
|
2025
|
2024
|
|||||||
|
USD thousands
|
||||||||
|
Trade payables
|
|
|
||||||
|
Other payables:
|
||||||||
|
Contract liabilities
|
|
|
||||||
|
Wages, salaries and related expenses
|
|
|
||||||
|
Provision for vacation
|
|
|
||||||
|
Institutions
|
|
|
||||||
|
Interest to pay
|
|
|
||||||
|
Pledged deposits
|
|
|
||||||
|
Others
|
|
|
||||||
|
|
|
|||||||
| NOTE 10: |
CASH AND CASH EQUIVALENTS
|
|
December 31
|
||||||||
|
2025
|
2024
|
|||||||
|
USD thousands
|
||||||||
|
Cash
|
|
|
||||||
|
Bank deposits and money market funds
|
|
|
||||||
|
Cash and cash equivalents
|
|
|
||||||
As of December 31, 2025 and December 31, 2024, the cash and cash equivalents bear interest in rates up to 3.25 %, and 4.25 %, respectively.
The Group’s exposure to credit, and currency risks are disclosed in Note 18 on financial instruments.
| NOTE 11: |
LONG-TERM DEBT
|
In September 2022, Nexxen Group US Holdings Inc. entered into a USD 90 million senior secured term loan facility (the Term Loan Facility) and a USD 90 million senior secured revolving credit facility (the Revolving Credit Facility and, together with the Term Loan Facility, collectively, the Credit Facilities). The Company used the net proceeds of the Term Loan Facility and USD 10 million of net proceeds of the Revolving Credit Facility. The loan period was 3 years from the date it was obtained.
On April 9, 2024, the Company repaid its outstanding long-term debt, in the total amount of USD 100 million. No early termination penalties were incurred.
On May 29, 2025, the Company amended its revolving credit arrangements and transitioned to a reduced senior secured revolving credit facility in an aggregate amount of USD 50 million and the maturity date was extended to September 2027 (the “Amended Revolving Credit Facility”). As of December 31, 2025, no amounts were drawn under the Amended Revolving Credit Facility and it remains available in its entirety.
F - 30
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 11: |
LONG-TERM DEBT (Cont.)
|
The Company is obligated to pay a commitment fee on the undrawn amounts of the Revolving Credit Facility at an annual rate, determined by the Company’s total net leverage ratio, on a quarterly basis, and agency fees in a fixed amount. The Revolving Credit Facility requires compliance with various financial and non-financial covenants, including affirmative and negative covenants. The financial covenants require that the total net leverage ratio not exceed 3x and the interest coverage ratio not be less than 4x, in each case measured as of the end of each fiscal quarter. As of December 31, 2025, the Company is in compliance with all related covenants.
Nexxen Group US Holdings Inc.’s obligations under the Revolving Credit Facility is (i) jointly and severally guaranteed by the Company and certain of the Company’s direct and indirect, existing and future wholly owned restricted subsidiaries (as defined in the Credit Facility), subject to certain exceptions and (ii) secured on a first-lien basis by substantially all of the tangible and intangible assets of Nexxen Group US Holdings Inc. and the guarantors of the Revolving Credit Facility, subject to certain permitted liens and other agreed upon exceptions.
During the year ended December 31, 2025, December 31, 2024 and December 31, 2023 the Company recognized interest expenses in the amounts of USD 315 thousand, USD 2,278 thousand and USD 6,854 thousand, respectively. Total interest paid during the year ended December 31, 2025, December 31, 2024, and December 31, 2023, were USD 322 thousand, USD 3,959 thousand, and USD 6,601 thousand, respectively.
| NOTE 12: |
REVENUES
|
|
Year ended
December 31
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
USD thousands
|
||||||||||||
|
Programmatic
|
|
|
|
|||||||||
|
Performance
|
|
|
|
|||||||||
|
|
|
|
||||||||||
For the year ending December 31, 2025, two buyers represent 12.1 % and 11.3 % of revenue. For the year ended December 31, 2024, one buyer represents 11.5 % of revenue. For the year ending December 31, 2023, no individual buyer accounted for more than 10 % of revenue.
| NOTE 13: |
COST OF REVENUES
|
|
Year ended
December 31
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
USD thousands
|
||||||||||||
|
Programmatic
|
|
|
|
|||||||||
|
Performance
|
|
|
|
|||||||||
|
Cost of Revenues
|
|
|
|
|||||||||
F - 31
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 14: |
GENERAL AND ADMINISTRATIVE EXPENSES
|
|
Year ended
December 31
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
USD thousands
|
||||||||||||
|
Wages, salaries and related expenses
|
|
|
|
|||||||||
|
Share base payments
|
|
|
|
|||||||||
|
Rent and office maintenance
|
|
|
|
|||||||||
|
Professional expenses
|
|
|
|
|||||||||
|
Doubtful debts
|
(
|
)
|
|
|
||||||||
|
Acquisition costs
|
|
|
|
|||||||||
|
Other expenses
|
|
|
|
|||||||||
|
|
|
|
||||||||||
| NOTE 15: |
SHAREHOLDERS’ EQUITY
|
Reverse Spilt and Change in par value
On December 20, 2024, the shareholders approved a change of the Company’s Nasdaq-listed ADRs for Nasdaq-listed Ordinary Shares and terminated the ADR facility as well as a reverse stock split and change in the par value of the Ordinary Shares. As such, prior period share amounts have been retroactively adjusted to reflect the two-for-one ratio Reverse Split and the changes in par value from NIS 0.01 to NIS 0.02 effected on February 14, 2025. See also Note 1b for details.
Issued and paid-in share capital
|
Ordinary Shares
|
||||||||
|
2025
|
2024
|
|||||||
|
Number of shares
|
||||||||
|
Balance as of January 1
|
|
|
||||||
|
Own shares repurchased by the Group
|
(
|
)
|
(
|
)
|
||||
|
Share based compensation
|
|
|
||||||
|
Issued and paid-in share capital as of December 31
|
|
|
||||||
|
Authorized share capital
|
|
|
||||||
Rights attached to share
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company. All shares rank equally with regard to the Company’s residual assets.
Own shares acquisition
On May 7, 2024, the Company launched a USD 50 million Ordinary Share repurchase program. The repurchase program commenced on May 7, 2024, and was completed on November 1, 2024.
On November 19, 2024, the Company launched a USD 50 million Ordinary Share repurchase program. The repurchase program commenced on November 19, 2024, and was completed on April 9, 2025.
On April 9, 2025, the Company launched a USD 50 million Ordinary Share repurchase program. The repurchase program commenced on April 9, 2025, and was completed on September 18, 2025.
F - 32
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 15: |
SHAREHOLDERS’ EQUITY (Cont.)
|
On September 19, 2025, the Company launched a USD 20 million Ordinary Share repurchase program. The repurchase program commenced on September 19, 2025, and will continue until the earlier of March 19, 2026, or until it will be completed.
During 2025 and 2024, the Company repurchased 10,840,359 and 9,137,532 ordinary shares in aggregate amount of USD 100.8 and USD 61.7 million, respectively, which were financed by existing cash resources. As of December 31, 2025, USD 148 thousand of the repurchases amount have not been paid yet (2024: USD 1 million).
On November 20, 2025, our board of directors authorized an additional share repurchase program authorizing the repurchase of up to USD 40 million of Shares. The new repurchase plan will commence upon completion of the ongoing existing repurchase plan.
| NOTE 16: |
EARNINGS (LOSS) PER SHARE
|
Basic earnings (loss) per share
The calculation of basic earnings (loss) per share as for the year ending December 31, 2025, 2024 and 2023 was based on the profit (loss) for the year divided by a weighted average number of ordinary shares outstanding, calculated as follows:
Profit (loss) for the year:
|
Year ended
December 31
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
USD thousands
|
||||||||||||
|
Profit (loss) for the year
|
|
|
(
|
)
|
||||||||
Weighted average number of ordinary shares:
|
Year ended
December 31
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Shares of NIS 0.02 par value
|
||||||||||||
|
Weighted average number of ordinary shares used to calculate basic earnings (loss) per share as at December 31
|
|
|
|
|||||||||
|
Basic earnings (loss) per share (in USD)
|
|
|
(
|
)
|
||||||||
F - 33
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 16: |
EARNINGS (LOSS) PER SHARE (Cont.)
|
Diluted earnings (loss) per share
The calculation of diluted earnings (loss) per share as of December 31, 2025, 2024 and 2023 was based on profit (loss) for the year divided by a weighted average number of shares outstanding after adjustment for the effects of all dilutive potential ordinary shares, calculated as follows:
Weighted average number of ordinary shares (diluted):
|
Year ended
December 31
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Shares of NIS 0.02 par value
|
||||||||||||
|
Weighted average number of ordinary shares used to calculate basic earnings per share
|
|
|
|
|||||||||
|
Effect of share options on issue
|
|
|
|
|||||||||
|
Weighted average number of ordinary shares used to calculate diluted earnings per share
|
|
|
|
|||||||||
|
Diluted earnings (loss) per share (in USD)
|
|
|
(
|
)
|
||||||||
At December 31, 2025, 2,688 3,088 3,374
| NOTE 17: |
SHARE-BASED COMPENSATION ARRANGEMENTS
|
| a. |
Share-based compensation plan:
|
The terms and conditions related to the grants of the share-based compensation plan are as follows:
| • |
All the share-based compensation that were granted are non-marketable.
|
| • |
Until February 14, 2025, all share-based compensation are to be settled by physical delivery of ADS. Starting February 18, 2025, all share-based compensation are to be settled by physical delivery of Ordinary Shares.
|
| • |
Awards Vesting conditions are based on a service period of
|
| • |
As of December 31, 2025,
|
| b. |
Stock Options:
|
The number of share options is as follows:
|
Number of options
|
Weighted average
exercise price
|
|||||||||||||||
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||
|
(Thousands)
|
(USD)
|
|||||||||||||||
|
Outstanding of 1 January
|
|
|
|
|
||||||||||||
|
Forfeited during the year
|
(
|
)
|
(
|
)
|
|
|
||||||||||
|
Exercised during the year
|
(
|
)
|
(
|
)
|
|
|
||||||||||
|
Outstanding of December 31
|
|
|
|
|
||||||||||||
|
Exercisable of December 31
|
|
|
||||||||||||||
The total expense recognized in the year ended December 31, 2025, with respect to the options granted to employees, amounted to approximately USD 308 thousand (2024: USD 912 thousand).
F - 34
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 17: |
SHARE-BASED COMPENSATION ARRANGEMENTS (Cont.)
|
| c. |
Restricted Stock Units:
|
During 2025 and 2024, the Group granted 2,534,753 and 2,454,034 Restricted Stock Units (RSUs) to its executive officers and employees, respectively.
The number of restricted stock units is as follows:
|
Number of RSU’s
|
Weighted-Average Grant Date Fair Value
|
|||||||||||||||
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||
|
(Thousands)
|
USD |
|||||||||||||||
|
Outstanding at 1 January
|
|
|
|
|
||||||||||||
|
Forfeited during the year
|
(
|
)
|
(
|
)
|
|
|
||||||||||
|
Exercised during the year
|
(
|
)
|
(
|
)
|
|
|
||||||||||
|
Granted during the year
|
|
|
|
|
||||||||||||
|
Outstanding at December 31
|
|
|
|
|
||||||||||||
The total expense recognized in the year ended December 31, 2025, with respect to the RSUs granted to employees, amounted to approximately USD 15,099 thousand (2024: USD 8,543 thousand).
| d. |
Performance Share Units:
|
During 2025 and 2024, the Group granted 246,849 and 381,447 Performance Share Units (PSUs) to its executive officers, respectively.
The number of performance share units is as follows:
|
Number of PSU’s
|
Weighted-Average Grant Date Fair Value
|
|||||||||||||||
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||
|
(Thousands)
|
USD |
|||||||||||||||
|
Outstanding at January 1
|
|
|
|
|
||||||||||||
|
Forfeited during the year
|
(
|
)
|
|
|
|
|||||||||||
|
Exercised during the year
|
(
|
)
|
(
|
)
|
|
|
||||||||||
|
Granted during the year
|
|
|
|
|
||||||||||||
|
Outstanding at December 31
|
|
|
|
|
||||||||||||
The vesting of the PSUs is subject to continuous employment and compliance with the Adjusted EBITDA and Relative TSR performance goals as determined by the Company’s Remuneration Committee and the Company’s Board of Directors.
The total expense recognized in the year ended December 31, 2025, with respect to the PSUs granted to employees, amounted to approximately USD 2,641 thousand (2024: USD 2,005 thousand).
F - 35
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 17: |
SHARE-BASED COMPENSATION ARRANGEMENTS (Cont.)
|
| e. |
Expense recognized in the statement of operation and other comprehensive income is as follows:
|
|
Year ended
December 31
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
USD thousands
|
||||||||||||
|
Selling and marketing
|
|
|
|
|||||||||
|
Research and development
|
|
|
|
|||||||||
|
General and administrative
|
|
|
|
|||||||||
|
|
|
|
||||||||||
| NOTE 18: |
FINANCIAL INSTRUMENTS
|
| a. |
Overview:
|
The Group has exposure to the following risks from its use of financial instruments:
☐ Credit risk
☐ Liquidity risk
☐ Market risk
This note presents quantitative and qualitative information about the Group’s exposure to each of the above risks, and the Group’s objectives, policies and processes for measuring and managing risk.
In order to manage these risks and as described hereunder, the Group executes transactions in derivative financial instruments. Presented hereunder is the composition of the derivatives:
|
December 31
|
||||||||
|
2025
|
2024
|
|||||||
|
USD thousands
|
||||||||
|
Derivatives presented under current assets
|
||||||||
|
Forward exchange contracts used for hedging
|
|
|
||||||
|
Total
|
|
|
||||||
| b. |
Risk management framework:
|
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Board is responsible for developing and monitoring the Group’s risk management policies.
The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management of standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Group Audit Committee oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.
F - 36
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 18: |
FINANCIAL INSTRUMENTS (Cont.)
|
| c. |
Credit risk:
|
The Group’s credit risk arises from the risk of financial loss if a customer or counterparty to a financial instrument fails to meet its contractual obligations.
The carrying amount of financial assets represents the maximum credit exposure.
The maximum exposure to credit risk at the reporting date was as follows:
|
December 31
|
||||||||
|
2025
|
2024
|
|||||||
|
USD thousands
|
||||||||
|
Cash and cash equivalents
|
|
|
||||||
|
Trade receivables, net (a)
|
|
|
||||||
|
Other receivables
|
|
|
||||||
|
Long term deposit
|
|
|
||||||
|
|
|
|||||||
| (a) |
At December 31, 2025, the Group included provision for doubtful debts in the amount of USD
|
As of December 31, 2025, two buyers accounted for 22.6 % and 10.7 % of trade receivables. As of December 31, 2024, three buyers accounted for 19.1 %, 12.1 % and 11.2 % of trade receivables.
|
Allowance for Doubtful debts
|
||||||||
|
2025
|
2024
|
|||||||
|
USD thousands
|
||||||||
|
Balance at January 1
|
|
|
||||||
|
Allowance for doubtful debts expenses (income)
|
(
|
)
|
|
|||||
|
Write-off
|
(
|
)
|
(
|
)
|
||||
|
Exchange rate difference
|
|
(
|
)
|
|||||
|
Balance at December 31
|
|
|
||||||
| d. |
Liquidity risk:
|
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
F - 37
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 18: |
FINANCIAL INSTRUMENTS (Cont.)
|
| e. |
Market risk:
|
Market risk is the risk that changes in market prices, such as foreign exchange rates, the CPI, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
At December 31, 2025, USD 7,228 thousand are held in NIS, USD 1,962 thousand are held in AUD, USD 1,874 thousand are held in CAD, USD 1,271 thousand are held in SGD, USD 1,160 thousand are held in EUR, USD 243 thousand are held in GBP, USD 221 thousand are held in JPY, USD 238 thousand are held in other currencies and the remainder held in USD.
As of December 31, 2025, and December 31, 2024, no individual vendor accounted for more than 10% of trade payables.
Currency risk
The Group is not exposed to currency risk on sales and purchases that are denominated in a currency other than the respective functional currency of the Group, the USD. The principal currencies in which these transactions are denominated are GBP, NIS, EURO, CAD, SGD, MYR, AUD and JPY. As of December 31, 2025, 11% the cash and cash equivalents balance is held in currencies other than the functional currency of the Group.
At any point in time, the Group aims to match the amounts of its assets and liabilities in the same currency in order to hedge the exposure to changes in currency.
In respect of other monetary assets and liabilities denominated in foreign currencies, the Group ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.
| f. |
Sensitivity analysis:
|
Exchange rates:
A change as of December 31 in the exchange rates of the following currencies against the USD, as indicated below, would have affected the measurement of financial instruments denominated in a foreign currency and would have increased (decreased) profit or loss and equity by the amounts shown below (after tax). This analysis is based on foreign currency exchange rate that the Group considered to be reasonably possible at the end of the reporting period. The analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecasted sales and purchases.
F - 38
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 18: |
FINANCIAL INSTRUMENTS (Cont.)
|
|
2025
|
2024
|
|||||||||||||||
|
NIS/USD
|
+10%
|
|
-10%
|
|
+10%
|
|
-10%
|
|
||||||||
|
USD thousands
|
||||||||||||||||
|
Profit / (Loss)
|
|
(
|
)
|
|
(
|
)
|
||||||||||
|
Increase / (Decrease) in Shareholders’ Equity
|
|
(
|
)
|
|
(
|
)
|
||||||||||
Interest:
The Group has a cash flow benefit due to its variable interest rate on cash and cash equivalents. A 5 % increase in the interest rate would result in an income and an increase in shareholders' equity of USD 4.4 million.
| g. |
Level 3 financial instruments carried at fair value
|
On August 18, 2022, the Company completed a USD 25 million investment in V, a smart TV operating system, streaming platform, and a subsidiary of Hisense, pursuant to which 422,412 ordinary shares were issued to the Company. On August 7, 2025, the Company completed a USD 20 million additional investment in V, pursuant to which 337,041 additional ordinary shares were issued to the Company. As of the reporting date, the Company holds an aggregate of 759,453 ordinary shares in V. In addition, pursuant to the relevant agreement, the Company committed to an additional equity investment, subject to the satisfaction of certain conditions precedent, which is expected to be completed in 2026 and, accordingly, is not reflected in the Company’s ownership interest as of the reporting date.
F - 39
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 18: |
FINANCIAL INSTRUMENTS (Cont.)
|
| g. |
Level 3 financial instruments carried at fair value (Cont.)
|
The investment in shares is a financial asset measured at fair value through profit or loss under level 3.
|
2025
|
2024
|
|||||||
|
USD thousands
|
||||||||
|
Financial assets measured at fair value:
|
||||||||
|
Investment in shares:
|
||||||||
|
Fair value as of January 1,
|
|
|
||||||
|
Current year investments
|
|
|
||||||
|
Fair value as of December 31,
|
|
|
||||||
Valuation processes used by the Company
The fair value of non-marketable shares is determined by external valuer on an annual basis.
The principal unobservable inputs are as follows:
| • |
The estimated royalties from App share and remote-control button which is based on the expected increase in market share.
|
| • |
The average operating profit margin which is based on the stage of research and development.
|
| • |
The discount rate, which is based on
|
Key assumptions used in the calculation of recoverable amounts are as of December 31, 2025:
Post-tax discount rate 11.5 % (WACC)
Terminal value growth rate 3.25 %
| NOTE 19: |
RELATED PARTIES
|
Compensation and benefits to key management personnel
Executive officers also participate in the Company’s share-based compensation plan. For further information see Note 17 regarding share-based compensation.
Compensation and benefits to key management personnel (including executive and non-executive directors) that provide services to the Company and its subsidiaries:
|
Year ended
December 31
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
USD thousands
|
||||||||||||
|
Share-based compensation
|
|
|
|
|||||||||
|
Other compensation and benefits
|
|
|
|
|||||||||
|
Total
|
|
|
|
|||||||||
F - 40
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 20: |
SUBSIDIARIES
|
Details in respect of subsidiaries:
Presented hereunder is a list of the Group’s subsidiaries:
|
Principal
location of
the
Company’s
activity
|
The Group’s ownership interest
|
||||||||
|
in the subsidiary for the
year ended
|
|||||||||
|
December 31
|
|||||||||
|
Name of company
|
2025
|
2024
|
|||||||
|
|
|
|
%
|
|
%
|
||||
|
|
|
|
%
|
|
%
|
||||
|
|
|
|
%
|
|
%
|
||||
|
|
|
**
|
|
%
|
|||||
|
|
|
|
%
|
|
%
|
||||
|
|
|
|
%
|
|
%
|
||||
|
|
|
|
%
|
|
%
|
||||
|
|
|
|
%
|
|
%
|
||||
|
|
|
|
%
|
|
%
|
||||
|
|
|
|
%
|
|
%
|
||||
|
|
|
|
%
|
|
%
|
||||
|
|
|
|
%
|
|
%
|
||||
|
|
|
|
%
|
|
%
|
||||
|
|
|
|
%
|
|
%
|
||||
|
|
|
**
|
|
%
|
|||||
|
|
|
|
%
|
|
%
|
||||
| * |
Under these companies, there are nine (
|
| ** |
The subsidiaries are in liquidation process or merged into other fully owned subsidiaries of the Company.
|
F - 41
NEXXEN INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 21: |
OPERATING SEGMENTS
|
The Group has a reportable segment as a provider of marketing services.
Geographical information
| a. |
Revenue
|
In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of consumers.
|
Year ended
December 31
|
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
USD thousands
|
||||||||||||
|
United States
|
|
|
|
|||||||||
|
Rest of America
|
|
|
|
|||||||||
|
APAC
|
|
|
|
|||||||||
|
EMEA
|
|
|
|
|||||||||
|
Total
|
|
|
|
|||||||||
| b. |
Non-Current Assets
|
In presenting information based on geographical segments, non-current assets segments are based on the geographical location of the non-current assets*.
|
Year ended
December 31
|
||||||||
|
2025
|
2024
|
|||||||
|
USD thousands
|
||||||||
|
United States
|
|
|
||||||
|
Israel
|
|
|
||||||
|
APAC
|
|
|
||||||
|
EMEA
|
|
|
||||||
|
Total
|
|
|
||||||
| * |
Other than Deferred tax assets, Investment in shares and Other long-term assets. As of December 31, 2025 and 2024, Intangible assets, net, which are non-related to a specific geographic area, in the total amount of USD
|
| NOTE 22: |
SUBSEQUENT EVENTS
|
On January 6, 2026, at the Company’s annual general meeting, the shareholders approved an updated compensation structure for the Board of Directors, including annual cash retainers for board members and committee service, as well as additional retainers for committee chairs, the non-executive Chair of the Board, and the Lead Independent Director. In addition, an annual equity retainer of RSUs with a value of USD 150,000 was approved for each non-executive director, granted on January 7, 2026, with a one-year vesting period, Additionally, each non-executive director was granted an additional equity grant on the date of the Meeting, consisting of fully vested RSUs with a value of USD 150,000 to compensate for 2025.
F - 42