Nayax (NASDAQ: NYAX) grows Q2 revenue 28% while cutting 2026 free cash flow outlook
Rhea-AI Filing Summary
Nayax Ltd. reported strong top-line growth for the quarter ended June 30, 2026, with revenue rising 28% to $122.6 million from $95.6 million, driven by payment processing and SaaS. Recurring revenue grew 24% to $87.7 million, representing 72% of total revenue. Total transaction value increased 29% to $2.06 billion, while managed and connected devices reached 1.55 million and customers grew to about 125,400.
Profitability mixed: gross margin eased to 46.9% from 48.3%, and the company posted a GAAP net loss of $10.1 million versus an $11.7 million profit a year earlier, mainly reflecting higher stock-based compensation and financial expenses. Adjusted EBITDA rose 12% to $14.1 million and adjusted net income was $6.0 million. Free cash flow for the quarter was negative $13.1 million. Nayax reaffirmed its 2026 revenue guidance of $510–$520 million and adjusted EBITDA of $85–$90 million, but cut expected free cash flow conversion to 5–10% of adjusted EBITDA due to accelerated investment in financial services, EV charging, and component sourcing.
Positive
- Revenue grew 28% year over year in Q2 2026 to $122.6 million, with recurring revenue up 24% to $87.7 million and total transaction value rising 29% to $2.06 billion, indicating strong underlying business expansion.
- Adjusted EBITDA increased 12% to $14.1 million (12% margin), and the company reaffirmed robust 2026 guidance of $510–$520 million revenue and $85–$90 million adjusted EBITDA, implying further margin improvement to about 17%.
- Key operating metrics improved meaningfully, including a 19.8% increase in customers to 125,400, a 12.7% rise in managed and connected devices to 1.55 million, and ARPU up 12.6% to $251, supporting durable recurring growth.
- Amending the Nayax Brazil acquisition terms into a single BRL 35 million (~$6.8 million) cash payment eliminates remaining contingent and deferred obligations and avoids future share issuance tied to that deal.
Negative
- The company swung to a Q2 2026 GAAP net loss of $10.1 million from an $11.7 million profit a year earlier, with diluted EPS falling from $0.308 to a loss of $0.269, largely due to higher stock-based compensation and financial expenses.
- Free cash flow turned negative to -$13.1 million in Q2 2026 versus positive $5.6 million a year earlier, and full-year free cash flow conversion guidance was sharply reduced from about 40% to 5–10% of adjusted EBITDA.
- Profitability quality softened: total gross margin declined to 46.9% from 48.3%, and POS devices margin dropped 7.3 percentage points to 28.1%, reflecting a less favorable product mix and higher freight and logistics costs.
- Stock-based compensation is sizable, with $12.4 million added back in Q2 and a new senior “Diamond Plan” of about $48 million over five years plus a $10 million founder incentive plan, contributing to the reported loss.
Filing Explained
Brazil acquisition obligations now require approximately $6.8 million in cash and no further seller shares, but $4.5 million of expense is expected in Q3 2026.
Form 6-K is an interim report used by a foreign private issuer to furnish material information published in its home market; this filing furnishes Nayax’s second-quarter results and presentation dated
The filing discloses that Nayax initiated its senior-leadership “Diamond Plan” in the second quarter, with approximately
For the Brazil acquisition, a
The presentation says Nayax has filed an application for a Connecticut Innovation Bank charter, but approval remains subject to regulatory review and the company expects the bank to go live in
The specified follow-ups are recognition of approximately
Key Figures
Q2 2026 Revenue: $122.6 million
Q2 2026 Net Income (Loss): -$10.1 million
Q2 2026 Adjusted EBITDA: $14.1 million
+5 more
8 metrics
Q2 2026 Revenue
$122.6 million
Quarter ended June 30, 2026 vs $95.6 million in Q2 2025
Q2 2026 Net Income (Loss)
-$10.1 million
Quarter ended June 30, 2026 vs $11.7 million profit in Q2 2025
Q2 2026 Adjusted EBITDA
$14.1 million
Quarter ended June 30, 2026 vs $12.6 million in Q2 2025
Q2 2026 Free Cash Flow
-$13.1 million
Quarter ended June 30, 2026 vs $5.6 million in Q2 2025
Total Transaction Value
$2.06 billion
Q2 2026 total transaction value vs $1.59 billion in Q2 2025
2026 Revenue Guidance
$510–$520 million
Full-year 2026 revenue outlook with 22–25% organic growth
Brazil Amendment Payment
BRL 35 million (~$6.8 million)
Fixed cash payment replacing contingent and deferred consideration
Diamond Plan Size
$48 million
Total consideration over five years for senior leadership stock-based incentive plan
Key Terms
Adjusted EBITDA, Organic Revenue, Free Cash Flow, Dollar-based net retention rate, +2 more
6 terms
Adjusted EBITDA financial
"Adjusted EBITDA of $14.1 million (1) Reaffirms full year 2026 revenue and Adjusted EBITDA guidance"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Organic Revenue financial
"Organic Revenue is a non-IFRS financial measure that we define as total revenue adjusted"
Organic revenue is the sales a company generates from its regular business activities after stripping out extra effects like revenue added or lost from buying or selling other businesses and from currency swings. Think of it as measuring how much a store’s own customers increased spending, not growth from opening new stores or temporary price moves; investors use it to judge the true strength and sustainability of a company’s core demand.
Free Cash Flow financial
"Free Cash Flow is a non-IFRS financial measure that we define as net cash provided from operating activities minus"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Dollar-based net retention rate financial
"Dollar-based net retention rate Measured as a percentage of Recurring Revenue from returning customers"
Dollar-based net retention rate measures how much recurring revenue a company keeps and grows from its existing customers over a set period, after accounting for upgrades, downgrades, and churn. Think of it like checking whether a group of current customers are spending more, the same, or less this year compared with last year; investors use it as a thermometer for revenue health and the business’s ability to expand sales without finding new customers.
Take rate financial
"Take rate % (payments) is calculated by dividing the Company’s processing revenue by the total dollar transaction value"
Take rate is the share of a platform’s total transaction volume that the platform keeps as revenue, usually expressed as a percentage of the money that passes through it. Investors watch take rate because it shows how well a business converts activity into income — like a marketplace owner keeping a slice of every sale — and changes in the take rate can signal improving monetization, pricing power, or margin pressure.
Innovation Bank charter regulatory
"Nayax is pursuing a Connecticut Innovation Bank charter to establish a scalable, regulator-aligned compliance framework"
Earnings Snapshot
Revenue: $122.6 million · Guidance included
quarter ended June 30, 2026
Revenue
$122.6 million
up from $95.6 million in Q2 2025
Net Income (Loss)
-$10.1 million
down from $11.7 million profit in Q2 2025
Adjusted EBITDA
$14.1 million
up from $12.6 million in Q2 2025
Gross Margin
46.9%
down from 48.3% in Q2 2025
Free Cash Flow
-$13.1 million
down from $5.6 million in Q2 2025
Guidance
For 2026, revenue is guided to $510–$520 million with 22–25% organic growth, adjusted EBITDA to $85–$90 million (about 17% margin), and free cash flow conversion to 5–10% of adjusted EBITDA.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Nayax (NYAX) perform financially in Q2 2026?
Nayax reported Q2 2026 revenue of $122.6 million, up 28% from $95.6 million a year earlier. Recurring revenue reached $87.7 million, while the company posted a net loss of $10.1 million and adjusted EBITDA of $14.1 million.
What were Nayax (NYAX) key operating metrics for Q2 2026?
Total transaction value rose to $2.06 billion, up 29% year over year, on 815 million processed transactions. Managed and connected devices reached 1.55 million, customers grew to 125,400, and ARPU increased to $251.
Why did Nayax (NYAX) report a net loss in Q2 2026 despite revenue growth?
Nayax recorded a $10.1 million net loss in Q2 2026 primarily due to higher stock-based compensation, new incentive plans, and increased financial expenses. On an adjusted basis, it reported $6.0 million in adjusted net income and $14.1 million adjusted EBITDA.
What guidance did Nayax (NYAX) give for full-year 2026?
For 2026, Nayax reaffirmed revenue guidance of $510–$520 million with organic growth of 22–25%, and adjusted EBITDA of $85–$90 million. It now expects free cash flow conversion of 5–10% of adjusted EBITDA due to accelerated investment.
How did Nayax (NYAX) free cash flow and cash position look in Q2 2026?
Free cash flow in Q2 2026 was -$13.1 million, versus $5.6 million in Q2 2025, reflecting higher development and capex spending. Cash and cash equivalents were $302.8 million as of June 30, 2026, alongside $337.1 million of debentures.
What is the impact of Nayax’s (NYAX) Brazil acquisition amendment?
Nayax’s Brazilian subsidiary agreed to replace remaining contingent and deferred consideration with a BRL 35 million (~$6.8 million) fixed cash payment. The company expects to recognize about $4.5 million of accelerated expenses in Q3 2026 but will issue no additional shares.
What long-term targets has Nayax (NYAX) set for 2028?
For the mid-term 2028 framework, Nayax is targeting $1.0 billion in revenue, 50% gross margin and 30% adjusted EBITDA margin, based on a mix of organic growth and strategic M&A and a growing share of high-margin recurring revenue.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission file number: 001-41491
NAYAX LTD.
(Translation of registrant’s name into English)
Arik Einstein Street, Bldg. B, 1st Floor
Herzliya 4659071, Israel
(Address of principal executive offices)
_____________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
On August 10, 2026, Nayax Ltd. (the “Company”) issued a press release titled “Nayax Reports Second Quarter 2026 Results”. A copy of the press release is furnished as Exhibit 99.1 hereto.
In addition, on August 10, 2026, the Company posted on its website a corporate presentation titled “Second Quarter 2026 Results”. A copy of the presentation is furnished as Exhibit 99.2 hereto.
The information in this Form 6-K (including Exhibits 99.1 and 99.2 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such a
filing.
EXHIBIT INDEX
The following exhibits are furnished as part of this Form 6-K:
| Exhibit |
Description
|
| 99.1 |
Press Release titled “Nayax Reports Second Quarter 2026 Results” dated August 10, 2026
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| 99.2 |
Corporate Presentation titled “Second Quarter 2026 Results” dated August 10, 2026
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NAYAX LTD.
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By:
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/s/ Gal Omer
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||
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Name: Gal Omer
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Title: Chief Legal Officer
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Date: August 10, 2026
Exhibit 99.1
Nayax Reports Second Quarter 2026 Results
Revenue of $123 million, revenue growth of 28%
Year to Date Organic Revenue growth of 24% (1)
Loss of $10.1 million due to high stock-based compensation expenses. Adjusted Net Income of $6 million
Adjusted EBITDA of $14.1 million (1)
Reaffirms full year 2026 revenue and Adjusted EBITDA guidance
HERZLIYA, Israel, August 10, 2026 - Nayax Ltd. (Nasdaq: NYAX, TASE: NYAX), a global commerce payments and loyalty platform designed to help merchants scale
their business, today announced its financial results for the second quarter ended June 30, 2026.
“We had a strong second quarter, with continued execution across the business. Revenue grew 28% to $123 million, with organic revenue growth of 24% year to date, our installed base surpassed 1.55
million devices, and our customer base reached 125,000. Our growth algorithm continues to work, and this quarter we began building the next layer on top of it. Through Lynkwell, we are deploying DC fast chargers at more than double the
pre-acquisition pace, and with Nayax Capital we are laying the foundation for embedded financial services — building our in-house issuing capability and, as recently announced, applying for a U.S. bank charter. We are accelerating these investments
because every service we add reaches the 1.55 million installed base we have already built, and I have never been more excited with the opportunities ahead of us," commented Yair Nechmad, Nayax Chief Executive Officer and Chairman of the Board.
| (1) |
Organic Revenue, Adjusted EBITDA, Free Cash Flow, Adjusted OPEX and Adjusted Net Income are non-IFRS financial measures. Please refer to the footnote 3 in the table below and the additional tables at the end of
this press release for a reconciliation of Organic Revenue, Adjusted EBITDA, Free Cash Flow, Adjusted OPEX and Adjusted Net Income to the most directly comparable IFRS measure for each. The Company does not provide a reconciliation of
forward-looking Adjusted EBITDA and Adjusted Net Income to IFRS net income (loss) due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, in particular, because special items
such as finance expenses and issuance and acquisition costs used to calculate projected net income (loss) can vary dramatically based on actual events. Therefore, the Company is not able to forecast on an IFRS basis with reasonable
certainty all deductions needed in order to provide an IFRS calculation of projected net income (loss) at this time. The amount of these deductions may be material and therefore could result in projected IFRS net income (loss) being
materially different than projected Adjusted EBITDA and Adjusted Net Income (non-IFRS).
|
1
Second Quarter 2026 Financial Highlights
(All comparisons are relative to the second quarter and three-month period ended June 30, 2025, unless otherwise noted)
|
Revenue Summary
|
Q2 2026 ($M)
|
Q2 2025 ($M)
|
Growth (%)
|
|||||||||
|
Payment processing fees
|
53.9
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43.1
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25.1
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%
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||||||||
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SaaS revenue
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33.8
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27.6
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22.5
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%
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||||||||
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Total recurring revenue (1)
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87.7
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70.7
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24.0
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%
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||||||||
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POS devices revenue (2)
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34.9
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24.9
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40.2
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%
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||||||||
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Total revenue (3)
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122.6
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95.6
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28.2
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%
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||||||||
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Margin Summary
|
Q2 2026
|
Q2 2025
|
Variance
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|||||||||
|
Payment processing margin
|
40.5
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%
|
39.1
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%
|
+1.4
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%
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||||||
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SaaS margin
|
76.4
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%
|
74.2
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%
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+2.2
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%
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||||||
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Total recurring margin
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54.3
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%
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52.8
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%
|
+1.5
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%
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||||||
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POS devices margin
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28.1
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%
|
35.4
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%
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-7.3
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%
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||||||
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Total margin
|
46.9
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%
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48.3
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%
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-1.4
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%
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(1) Recurring revenue comprised of SaaS subscription revenue and payment processing fees.
(2) POS devices’ revenue includes revenues derived from the sale of our hardware products and other revenue.
(3) Organic Revenue is a non-IFRS financial measure that we define as total revenue adjusted to exclude the revenue attributable to acquired businesses for a period of 12 months
following their acquisition. Total revenue for Q2 2026 includes $6.5 million of revenues from recent acquisitions.
| • |
Revenue increased 28.2% to $122.6 million from $95.6 million, driven by both new and existing customer expansion.
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| • |
Organic Revenue (3) growth year to date was 24% and for the quarter 21.4%.
|
| • |
Recurring revenue from SaaS and payment processing fees grew 24.0%, to $87.7 million and represented 72% of total revenue.
|
| • |
POS devices revenue increased by 40.2% to $34.9 million with strong demand for our products across all market segments.
|
| • |
Gross margin was 46.9%:
|
| o |
Recurring margin improved to 54.3% from 52.8%, driven mainly by processing margin improvement to nearly 40.5% from 39.1% reflecting the ongoing benefits of renegotiated contracts with several bank acquirers and the Company’s improved
smart-routing capabilities. SaaS margin improved as well to 76.4% from 74.2%. Both processing and SaaS margins reflect the Company’s growing scale
|
2
| o |
Hardware margin was 28.1% compared to 35.4%. The primary factor for hardware margin this quarter was product mix, approximately 65% of our hardware revenue growth came from Lynkwell which has lower HW margin than our VPOS product
family. In addition, higher freight and logistics costs created modest pressure on hardware margins during the quarter.
|
| • |
Operating loss was $6.7 million compared to operating income of $9.5 million in last year’s second quarter. This year’s second quarter included stock-based compensation expenses of $12.4 million compared to $2.5 million in the
prior-year period.
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| • |
Financial expenses, net, for the quarter, increased by $4.3 million dollars as a result of Foreign exchange and interest expenses related to the two bonds offerings completed in 2025 on TASE, which raised a total of nearly 1 billion
shekels.
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| • |
The Company reported a loss of $10.1 million for the quarter, compared to net income of $11.7 million in the prior-year period. The primary driver in Q2 2026 was a significant increase in non-cash stock-based compensation expenses this
quarter of $12.4 million dollars, as mentioned above. The prior year net income included a one-time gain of $5.6 million related to the share purchase of the remaining 51% of Nayax Capital (which was previously held as a joint venture).
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| • |
Basic loss per share for the quarter ending June 30, 2026 was $(0.269) per share. Basic and diluted earnings per share for the second quarter ending June 30, 2025, were $0.316 and $0.308, respectively.
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| • |
Adjusted net income was $6.0 million compared to $11.0 million in the prior-year period, driven primarily by higher financial expenses.
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| • |
Basic and diluted adjusted earnings per share for the quarter ending June 30, 2026 were $0.161 and $0.144, respectively, compared to $0.298 and $0.291 for the quarter ending June 30, 2025.
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| • |
Weighted average number of basic and diluted shares for the second quarter of 2026 were 37,574,900 and 41,870,272, respectively compared to 36,913,470 and 37,786,355 for the second quarter of 2025.
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| • |
Adjusted OPEX of $44.2 million dollars was 36.0% of revenue, consistent as a percentage of revenue both sequentially and compared to the prior-year period. Adjusted OPEX had an unfavorable impact of $2.3 million dollars in the quarter
compared sequentially to Q1 2026, due to foreign currency volatility.
|
| • |
Adjusted EBITDA increased to $14.1 million dollars, representing 12% of revenue compared to $12.6 million, representing a margin of 13% of total revenue, in last year’s second quarter.
|
| • |
Cash flow provided from operating activities for the first half of 2026 was $2.3 million.
|
| • |
Free Cash Flow for the second quarter was negative $13.1 million primarily reflecting several investments in long-term growth initiatives such as: Lynkwell’s more capital-intensive business, increased banking infrastructure
investments, securing sourcing of key components and costs, and the timing of cash settlements from our processing activities.
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| • |
As of June 30, 2026, the Company had $304 million in cash and cash equivalents and short-term deposits. Short-term and long-term debt balances was $349 million.
|
3
Second Quarter 2026 Operational Metric Highlights
|
Key Performance Indicators
|
Q2 2026
|
Q2 2025
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Growth (%)
|
|||||||||
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Total transaction value ($m)
|
2,056
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1,593
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29.1
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%
|
||||||||
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Number of processed transactions (millions)
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815
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726
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12.3
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%
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||||||||
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Take rate (payments) (4)
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2.62
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%
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2.70
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%
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-0.08
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%
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Managed and connected devices (thousands)
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1,553
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1,377
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12.7
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%
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Customers
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125,400
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104,700
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19.8
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%
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||||||||
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ARPU ($) (5)
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251
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223
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12.6
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%
|
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(4) Payment service providers typically take a percentage of every transaction in exchange for facilitating the movement of funds from the buyer to the seller. Take rate %
(payments) is calculated by dividing the Company’s processing revenue by the total dollar transaction value in the same quarter.
(5) Average revenue per unit (ARPU) is calculated using recurring revenue divided by the number of connected devices over a 12-month trailing period.
| • |
Total transaction value grew by 29.1% to $2.1 billion.
|
| • |
Number of processed transactions increased 12.3% to 815 million.
|
| • |
Take rate was strong at 2.62%.
|
| • |
Growth in the customer base continued at a healthy pace, adding more than 5,300 new customers in the second quarter of 2026, an increase of 19.8% reaching 125,400.
|
| • |
ARPU increased to $251, representing a 12.6% increase driven by the continued conversion of existing machines from cash payments to cashless payments, and our expansion into verticals with higher transaction values, such as EV
charging, amusement facilities, and car washes.
|
Stock Based Compensation Plan
In Q2 2026, the company initiated a senior leadership stock-based incentive plan, called the “Diamond Plan.” The total consideration for this plan is approximately $48 million dollars over five
years. In addition, the Company awarded our CEO and CTO, both co-founders, with a long-term incentive plan tied to the appreciation of Nayax’s share price, fully vesting at $240 per share price. The total consideration for the long-term
investment plan is approximately $10 million dollars over three years. The Company believes this aligns the long-term incentives and interests of our co-founders and senior leadership team with shareholders.
4
Recent Business Highlights
| • |
Filed an application to establish Nayax America Bank Inc. under Connecticut's Innovation Bank Charter framework, a non-depository bank that once chartered would enable Nayax to offer
corporate cards, controlled-spend programs, and working-capital solutions directly through its platform, extending Nayax's owned payment and card-issuing infrastructure (already held across the EU, UK, and Israel) into North America, its
largest market. In parallel, Nayax launched Yellow Account, a new embedded banking product for U.S. customers that lets them receive settlement funds, hold balances, and use linked business debit cards ("Yellow Cards") directly within the
Nayax platform. Approval of the charter application is subject to regulatory review and is not guaranteed.
|
| • |
Expanded into Panama, making Nayax’s cashless payment acceptance services available to local merchants through Grupo Sky. The launch extends Nayax’s Latin American footprint and supports
card-present payments across unattended and self-service use cases, including vending, laundromats, EV charging, parking, and kiosks.
|
| • |
Expanded into North Macedonia, making Nayax’s full suite of cashless payment services available to merchants across the country. The launch strengthens Nayax’s presence in the Balkan
region, building on existing operations in markets such as Croatia, and supports the continued adoption of cashless payments across unattended and self-service environments.
|
| • |
Added a new AI layer to Nayax's MoMa mobile app for vending and self-service operators, designed to help operators make better, more informed decisions and act faster from wherever they
are. The new capabilities include an AI assistant that answers questions from an operator's own business data, data-driven planogram suggestions, and visual-recognition planogram setup.
|
| • |
Launched AI-powered Product Discovery for Retailers, natively integrated into the Nayax platform. The solution enables merchants to grow revenue and deepen customer engagement through
real-time data and intelligent recommendations, capturing shopper intent at the moment of discovery and converting it into revenue across online and in-store channels.
|
| • |
Launched the VPOS Media 4 Series in Japan, comprising the VPOS Media 4 and VPOS Media 4 Mini, Android-based payment terminals purpose-built for Japan’s unattended commerce market across
amusement, laundry, parking, and EV charging.
|
| • |
Appointed EFT Solutions Limited as authorized distributor and support partner in Hong Kong, expanding Nayax’s presence in Asia-Pacific through EFT Solutions’ established local sales
channels and on-the-ground support. The partnership broadens access to Nayax’s cashless payment solutions across Hong Kong’s vending, self-service, amusement, EV charging, and automated retail sectors.
|
| • |
Completed the integration of VMtecnologia in Brazil, unifying all Brazilian operations under the Nayax brand and strengthening the Company’s position in Latin America. In connection with
the rebrand, Nayax launched VPOS Media in Brazil’s fast-growing EV charging market, enabling direct card and digital-wallet payments at charging stations without requiring a third-party app.
|
5
Subsequent Events
Amendment to deferred consideration and contingent Liability - Nayax Brazil Acquisition - On July 1, 2026, the Company's Brazilian subsidiary, together with Nayax Ltd. as guarantor, entered into
agreement with the sellers of its Brazilian operating entity (acquired in 2024 - VM TECNOLOGIA LTDA). Under the amendment, the parties agreed to replace all remaining contingent and deferred payment obligations, through a single fixed cash
payment of approximately BRL 35 million (approximately $6.8 million). As a result, no further amounts or Nayax Ltd. shares will be issued due to the sellers in respect of these obligations. During the third quarter of 2026, the Company expects to
recognize approximately $4.5 million as acceleration of future expenses in profit and loss.
2026 Financial Outlook
Nayax is reaffirming its financial outlook for 2026 of revenue in the range of $510 million to $520 million. The guidance is inclusive of organic revenue growth of 22% to 25%.
Adjusted EBITDA guidance for the year remains between $85 million and $90 million, which represents an adjusted EBITDA margin of about 17%, as we continue to improve our margins and our operating
leverage through AI implementing and process automations.
The Company is revising its guidance for free cash flow. We now expect free cash flow conversion from Adjusted EBITDA of approximately 5% to 10% for the year (in our earnings release for the first quarter ended March
31, 2026 we projected approximately 40% for the year). This primarily reflects accelerated investments the Company is making to support its long-term growth initiatives. The areas of investment are in financial services (including lending,
installment and issuing capabilities), capturing market share in the EV charging space, and securing sourcing of key components and costs. This update reflects the timing of cashflows rather than a change in our underlying operating outlook.
Mid-term Outlook
With respect to Nayax’s mid-term 2028 outlook, which was introduced shortly after its IPO in 2021, the Company continues to make measurable progress. The framework includes revenue of $1.0
billion driven by a combination of organic growth and strategic M&A, gross margin of 50%, and Adjusted EBITDA margin of 30%, as we continue to drive high margin recurring revenues and operational efficiency.
It is noted that the financial outlook provided by Nayax constitutes forward-looking information within the meaning of applicable securities laws and is based on a number of assumptions and
subject to a number of risks and is current as of today. Unless required by law, Nayax has no obligation to update its guidance. Please see the cautionary note regarding forward-looking statements below.
6
Investor Conference Calls
Nayax will host two conference calls to discuss its results later today, August 10, 2026. The first will be in English for international investors and the second in Hebrew for Israel-based
investors to discuss its second quarter 2026 results.
The conference call in English will be held at: 8:30 a.m. Eastern Time / 3:30 p.m. Israel Time / 5:30 a.m. Pacific Time. The conference call in Hebrew will be held at: 9:30 a.m. Eastern Time / 4:30
p.m. Israel time / 6:30 a.m. Pacific Time.
Participating on the call will be Yair Nechmad, Chief Executive Officer, Sagit Manor, Chief Financial Officer, and Aaron Greenberg, Chief Strategy Officer
For the conference call in English, Nayax encourages participants to pre-register using the link below. Those who pre-register will be given a unique PIN to gain immediate access to the call,
bypassing the live operator. Participants may pre-register any time, including up to and after the call/webcast start time. Participants will immediately receive an online confirmation, an email with the dial in number and a calendar invitation for
the event.
To pre-register, go to:
http://services.incommconferencing.com/DiamondPassRegistration/register?confirmationNumber=13761534&linkSecurityString=1f29c3bc04
For those who are unable to pre-register, kindly join the conference call/webcast by using one of the dial-in numbers or clicking the webcast link below.
| • |
U.S. TOLL-FREE: 1-877-737-7051
|
| • |
ISRAEL TOLL-FREE: 1-809-455-690
|
| • |
INTERNATIONAL: 1-201-689-8878
|
7
WEBCAST LINK:
https://viavid.webcasts.com/starthere.jsp?ei=1769007&tp_key=f785b41e93
Following the conference call, a replay will be available until August 24, 2026. To access the replay, please dial one of the following numbers:
| • |
Replay TOLL-FREE: 1-844-512-2921
|
| • |
Replay TOLL/INTERNATIONAL: 1-412-317-6671
|
| • |
Access PIN: 13761534
|
An archive of the conference call will also be available on Nayax's Investor Relations website Nayax - Investor Relations.
To access the conference call/webcast in Hebrew, use the link:
https://teams.microsoft.com/meet/340771838493476?p=nnMmI5L7APYpfdoF11
About Nayax
Nayax is a global commerce enablement, payments and loyalty platform designed to help merchants scale their business. Nayax offers a complete solution including localized
cashless payment acceptance, management suite, and loyalty tools, enabling merchants to conduct commerce anywhere, at any time. With foundations and global leadership in serving unattended retail, Nayax has transformed into a comprehensive
solution focused on our customers’ growth across multiple channels. As of June 30, 2026, Nayax has 13 global offices, approximately 1,250 employees, connections to more than 80 merchant acquirers and payment method integrations and is globally
recognized as a payment facilitator. Nayax’s mission is to improve our customers’ revenue potential and operational efficiency — effectively and simply. For more information, please visit www.nayax.com.
|
Public Relations Contact:
Scott Gamm
Strategy Voice Associates
Scott@strategyvoiceassociates.com
|
Investor Relations Contact:
Aaron Greenberg
Chief Strategy Officer
IR@nayax.com
|
8
Forward-Looking Statements
This press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by
the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. Forward-looking statements include, but are not limited to, statements regarding our
intent, belief or current expectations, such as statements in this press release regarding our financial outlook, future business prospects and the impact of recent acquisitions or partnerships published by the Company. Forward-looking statements
are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the
forward-looking statements due to various factors, including, but not limited to: our expectations regarding general market conditions, including as a result of global economic trends; changes in consumer tastes and preferences; fluctuations in
inflation, interest rate and exchange rates in the global economic environment; the availability of qualified personnel and the ability to retain such personnel; changes in commodity costs, labor, distribution and other operating costs; our ability
to implement our growth strategy; changes in government regulation and tax matters; other factors that may affect our financial condition, liquidity and results of operations; general economic, political, demographic and business conditions in
Israel; the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors; and other risk factors discussed under “Risk Factors” in our annual report on Form 20-F
filed with the SEC on March 9, 2026 (our "Annual Report"). The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations
of future performance, taking into account the information currently available to us. These statements are only estimates based upon our current expectations and projections about future events. There are important factors that could cause our
actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the
risks provided under “Risk Factors” in our Annual Report. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Each forward-looking statement speaks only as of the date of
the particular statement. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, to conform these statements to actual results or to changes in our expectations.
Use of Non-IFRS Financial Information
In addition to various operational metrics and financial measures in accordance with accounting principles generally accepted under International Financial Reporting Standards,
or IFRS, this press release contains financial metrics presented on a constant currency basis as well as Adjusted EBITDA and Free Cash Flow, each of which are non-IFRS financial measures, as a measure to evaluate our past results and future
prospects.
9
Constant Currency
Nayax presents constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate
fluctuations. Future expected results for transactions in currencies other than United States dollars are converted into United States dollars using the exchange rates in effect in the last month of the reporting period. Nayax provides this
financial information to aid investors in better understanding our performance. The constant currency financial measures presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance
prepared in accordance with IFRS.
The Company cannot provide expected net income without unreasonable effort because certain items that impact net income are out of the Company's control and/or cannot be
reasonably predicted at this time, of which unavailable information could have a significant impact on the Company’s IFRS financial results.
Organic Revenue
Organic Revenue is a non-IFRS financial measure that we define as total revenue adjusted to exclude the revenue attributable to acquired businesses for a period of 12 months
following their acquisition. This measure helps provide insight on organic and acquisition-related growth and presents useful information about comparable revenue growth.
Adjusted EBITDA
Adjusted EBITDA is a non-IFRS financial measure that we define as loss for the period excluding finance expenses, tax expense (benefit), depreciation and amortization,
share-based compensation costs, non-recurring issuance and acquisition costs and our share in losses of associates accounted for by the equity method.
We present Adjusted EBITDA in this press release because it is a measure that our management and board of directors utilize as a measure to evaluate our operating performance
and for internal planning and forecasting purposes. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and
board of directors.
We believe that Adjusted EBITDA, when taken collectively with financial measures prepared in accordance with IFRS, may be helpful to investors because it provides an additional
tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies because it provides consistency and comparability with past financial performance. However, our management
does not consider this non-IFRS measure in isolation or as an alternative to financial measures determined in accordance with IFRS.
Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for
financial information presented in accordance with IFRS. Adjusted EBITDA may be different from similarly titled measures used by other companies. The principal limitation of Adjusted EBITDA is that it excludes significant expenses that are required
by IFRS to be recorded in our financial statements, as further detailed above. In addition, it is subject to inherent limitations as it reflects the exercise of judgment by management about which expenses are excluded or included in determining
Adjusted EBITDA.
10
A reconciliation is provided at the end of this press release for Adjusted EBITDA to net profit or loss, the most directly comparable financial measure prepared in accordance
with IFRS. Investors are encouraged to review net loss and the reconciliation to Adjusted EBITDA included below and to not rely on any single financial measure to evaluate our business.
Free Cash Flow
Free Cash Flow is a non-IFRS financial measure that we define as net cash provided from operating activities minus capitalized development costs and acquisition of property and
equipment. A reconciliation is provided at the end of this press release for Free Cash Flow to Net cash provided from operating activities, the most directly comparable financial measure prepared in accordance with IFRS.
Adjusted OPEX
Adjusted OPEX is a non-IFRS financial measure that we define as total OPEX excluding stock based compensation, depreciation and amortization.
Adjusted Net Income
Adjusted Net Income is a non-IFRS financial measure that we define as the net income or loss for the period, plus share-based compensation costs, one time and non-recurring
items cost such as restructuring and M&A costs, amortization of acquired intangibles and gains or losses on equity investments.
Other Financial Metrics - Dollar-based net retention rate
Measured as a percentage of Recurring Revenue from returning customers in a given period as compared to the Recurring Revenue from such customers in the prior period, which
reflects the increase in revenue and the rate of losses from customer churn.
11
NAYAX LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
(Unaudited)
12
NAYAX LTD
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
|
June 30
|
December 31
|
|||||||
|
2026
|
2025
|
|||||||
|
U.S. dollars in thousands
|
||||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
302,827
|
319,538
|
||||||
|
Restricted cash transferable to customers for processing activity
|
129,913
|
91,965
|
||||||
|
Short-term bank deposits
|
1,240
|
1,171
|
||||||
|
Receivables in respect of processing activity
|
58,245
|
47,865
|
||||||
|
Trade receivable, net
|
113,295
|
103,975
|
||||||
|
Inventory
|
30,088
|
28,594
|
||||||
|
Other current assets
|
47,076
|
27,056
|
||||||
|
Total current assets
|
682,684
|
620,164
|
||||||
|
NON-CURRENT ASSETS:
|
||||||||
|
Long-term bank deposits
|
215
|
211
|
||||||
|
Other long-term assets
|
8,805
|
8,596
|
||||||
|
Right-of-use assets, net
|
8,295
|
8,911
|
||||||
|
Property and equipment, net
|
23,173
|
20,362
|
||||||
|
Goodwill and intangible assets, net
|
201,052
|
190,493
|
||||||
|
Deferred income tax assets
|
4,860
|
3,901
|
||||||
|
Total non-current assets
|
246,400
|
232,474
|
||||||
|
TOTAL ASSETS
|
929,084
|
852,638
|
||||||
The accompanying notes are an integral part of the financial statements.
13
NAYAX LTD
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
|
June 30
|
December 31
|
|||||||
|
2026
|
2025
|
|||||||
|
U.S. dollars in thousands
|
||||||||
|
LIABILITIES AND EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Current maturities of long-term bank loans
|
3,220
|
3,220
|
||||||
|
Current maturities of other long-term liabilities
|
5,567
|
5,538
|
||||||
|
Current maturities of leases liabilities
|
3,455
|
3,474
|
||||||
|
Payables in respect of processing activity
|
232,717
|
180,795
|
||||||
|
Trade payables
|
27,458
|
29,370
|
||||||
|
Other payables
|
49,349
|
52,021
|
||||||
|
Total current liabilities
|
321,766
|
274,418
|
||||||
|
NON-CURRENT LIABILITIES:
|
||||||||
|
Long-term bank loans
|
8,855
|
10,465
|
||||||
|
Other long-term liabilities
|
3,626
|
9,329
|
||||||
|
Debentures
|
337,053
|
314,064
|
||||||
|
Lease liabilities
|
5,840
|
6,402
|
||||||
|
Deferred income taxes
|
6,563
|
6,945
|
||||||
|
Total non-current liabilities
|
361,937
|
347,205
|
||||||
|
TOTAL LIABILITIES
|
683,703
|
621,623
|
||||||
|
EQUITY:
|
||||||||
|
Shareholders Equity:
|
||||||||
|
Share capital
|
9
|
9
|
||||||
|
Additional paid in capital
|
245,823
|
242,759
|
||||||
|
Capital reserves
|
11,501
|
7,882
|
||||||
|
Accumulated deficit
|
(11,952
|
)
|
(19,635
|
)
|
||||
|
TOTAL EQUITY
|
245,381
|
231,015
|
||||||
|
TOTAL LIABILITIES AND EQUITY
|
929,084
|
852,638
|
||||||
The accompanying notes are an integral part of the financial statements.
14
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS (UNAUDITED)
|
Six months ended
June 30 |
Three months ended
June 30 |
||||||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
||||||||||||||||
|
U.S. dollars in thousands
|
|||||||||||||||||||
|
Note
|
(Excluding Profit per share data)
|
||||||||||||||||||
|
Revenues
|
4
|
229,446
|
176,699
|
122,590
|
95,589
|
||||||||||||||
|
Cost of revenues
|
5
|
(119,725
|
)
|
(90,628
|
)
|
(65,143
|
)
|
(49,417
|
)
|
||||||||||
|
Gross Profit
|
109,721
|
86,071
|
57,447
|
46,172
|
|||||||||||||||
|
Research and development expenses
|
(18,610
|
)
|
(14,884
|
)
|
(10,614
|
)
|
(7,732
|
)
|
|||||||||||
|
Selling, general and administrative expenses
|
(85,256
|
)
|
(58,759
|
)
|
(48,936
|
)
|
(31,218
|
)
|
|||||||||||
|
Depreciation and amortization in respect of technology and capitalized development costs
|
(7,879
|
)
|
(6,502
|
)
|
(4,054
|
)
|
(3,326
|
)
|
|||||||||||
|
Other income (expenses)
|
(493
|
)
|
11,710
|
(493
|
)
|
5,621
|
|||||||||||||
|
Share of losses of equity method investees
|
-
|
(226
|
)
|
-
|
-
|
||||||||||||||
|
Operating Income (loss)
|
(2,517
|
)
|
17,410
|
(6,650
|
)
|
9,517
|
|||||||||||||
|
Financial Income
|
7,395
|
7,935
|
4,440
|
6,099
|
|||||||||||||||
|
Financial Expense
|
(12,600
|
)
|
(5,958
|
)
|
(6,239
|
)
|
(3,631
|
)
|
|||||||||||
|
Profit (loss) before taxes on income
|
(7,722
|
)
|
19,387
|
(8,449
|
)
|
11,985
|
|||||||||||||
|
Tax expenses
|
(1,115
|
)
|
(579
|
)
|
(1,668
|
)
|
(333
|
)
|
|||||||||||
|
Profit (loss) for the period
|
(8,837
|
)
|
18,808
|
(10,117
|
)
|
11,652
|
|||||||||||||
|
Earnings (Loss) per share attributed to shareholders of the Company:
|
|||||||||||||||||||
|
Basic earnings (loss) per share
|
(0.236
|
)
|
0.511
|
(0.269
|
)
|
0.316
|
|||||||||||||
|
Diluted earnings (loss) per share
|
(0.236
|
)
|
0.498
|
(0.269
|
)
|
0.308
|
|||||||||||||
The accompanying notes are an integral part of the financial statements.
15
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
|
Six months ended
June 30 |
Three months ended
June 30 |
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
U.S. dollars in thousands
|
||||||||||||||||
|
Profit (loss) for the period
|
(8,837
|
)
|
18,808
|
(10,117
|
)
|
11,652
|
||||||||||
|
Other comprehensive income (loss) for the period:
|
||||||||||||||||
|
Items that may be reclassified to profit or loss:
|
||||||||||||||||
|
Gain (loss) from translation of financial statements of foreign operations
|
(404
|
)
|
529
|
(1,506
|
)
|
(157
|
)
|
|||||||||
|
Gain on cash flow hedges
|
4,023
|
2,033
|
5,561
|
3,104
|
||||||||||||
|
Total other comprehensive income (loss) for the period
|
3,619
|
2,562
|
4,055
|
2,947
|
||||||||||||
|
Total comprehensive income for the period
|
(5,218
|
)
|
21,370
|
(6,062
|
)
|
14,599
|
||||||||||
The accompanying notes are an integral part of the financial statements.
16
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
|
Share
capital |
Additional paid in capital
|
Remeasurement of post-employment benefit obligations
|
Other capital reserves
|
Foreign currency translation reserve
|
Accumulated
deficit |
Total
equity |
||||||||||||||||||||||
|
U.S. dollars in thousands
|
||||||||||||||||||||||||||||
|
Balance as of January 1, 2025 (audited)
|
9
|
220,715
|
463
|
9,973
|
(2,604
|
)
|
(63,311
|
)
|
165,245
|
|||||||||||||||||||
|
Changes in the six months ended June 30, 2025:
|
||||||||||||||||||||||||||||
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
18,808
|
18,808
|
|||||||||||||||||||||
|
Issuance of warrants, net
|
-
|
5,706
|
-
|
-
|
-
|
-
|
5,706
|
|||||||||||||||||||||
|
Issuance of options due acquisition
|
-
|
1,222
|
-
|
-
|
-
|
-
|
1,222
|
|||||||||||||||||||||
|
Other comprehensive income for the period
|
-
|
-
|
-
|
2,033
|
529
|
-
|
2,562
|
|||||||||||||||||||||
|
Employee options exercised and vesting of RSUs
|
*
|
3,090
|
-
|
-
|
-
|
-
|
3,090
|
|||||||||||||||||||||
|
Share-based payment
|
-
|
-
|
-
|
-
|
-
|
4,854
|
4,854
|
|||||||||||||||||||||
|
Balance as of June 30, 2025 (unaudited)
|
9
|
230,733
|
463
|
12,006
|
(2,075
|
)
|
(39,649
|
)
|
201,487
|
|||||||||||||||||||
|
Balance as of January 1, 2026 (audited)
|
9
|
242,759
|
516
|
10,391
|
(3,025
|
)
|
(19,635
|
)
|
231,015
|
|||||||||||||||||||
|
Changes in the six months ended June 30, 2026:
|
||||||||||||||||||||||||||||
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
(8,837
|
)
|
(8,837
|
)
|
|||||||||||||||||||
|
Other comprehensive income (loss) for the period
|
-
|
-
|
-
|
4,023
|
(404
|
)
|
-
|
3,619
|
||||||||||||||||||||
|
Employee options exercised and vesting of RSUs
|
*
|
3,064
|
-
|
-
|
-
|
-
|
3,064
|
|||||||||||||||||||||
|
Share-based payment
|
-
|
-
|
-
|
-
|
-
|
16,520
|
16,520
|
|||||||||||||||||||||
|
Balance as of June 30, 2026 (unaudited)
|
9
|
245,823
|
516
|
14,414
|
(3,429
|
)
|
(11,952
|
)
|
245,381
|
|||||||||||||||||||
(*) Presents an amount less than $1 thousand.
The accompanying notes are an integral part of the financial statements.
17
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
|
Share
capital |
Additional paid
in capital
|
Remeasurement of post-employment benefit obligations
|
Other capital
reserves
|
Foreign currency translation reserve
|
Accumulated
deficit |
Total
equity |
||||||||||||||||||||||
|
U.S. dollars in thousands
|
||||||||||||||||||||||||||||
|
Balance as of March 31, 2025 (unaudited)
|
9
|
227,571
|
463
|
8,902
|
(1,918
|
)
|
(54,224
|
)
|
180,803
|
|||||||||||||||||||
|
Changes in the three months ended June 30, 2025:
|
||||||||||||||||||||||||||||
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
11,652
|
11,652
|
|||||||||||||||||||||
|
Issuance of options due acquisition
|
-
|
1,222
|
-
|
-
|
-
|
-
|
1,222
|
|||||||||||||||||||||
|
Other comprehensive income for the period
|
-
|
-
|
-
|
3,104
|
(157
|
)
|
-
|
2,947
|
||||||||||||||||||||
|
Employee options exercised and vesting of RSUs
|
*
|
1,940
|
-
|
-
|
-
|
-
|
1,940
|
|||||||||||||||||||||
|
Share-based payment
|
-
|
-
|
-
|
-
|
-
|
2,923
|
2,923
|
|||||||||||||||||||||
|
Balance as of June 30, 2025 (unaudited)
|
9
|
230,733
|
463
|
12,006
|
(2,075
|
)
|
(39,649
|
)
|
201,487
|
|||||||||||||||||||
|
Balance as of March 31, 2026 (unaudited)
|
9
|
243,877
|
516
|
8,853
|
(1,923
|
)
|
(15,956
|
)
|
235,376
|
|||||||||||||||||||
|
Changes in the three months ended June 30, 2026:
|
||||||||||||||||||||||||||||
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
(10,117
|
)
|
(10,117
|
)
|
|||||||||||||||||||
|
Other comprehensive income (loss) for the period
|
-
|
-
|
-
|
5,561
|
(1,506
|
)
|
-
|
4,055
|
||||||||||||||||||||
|
Employee options exercised and vesting of RSUs
|
*
|
1,946
|
-
|
-
|
-
|
-
|
1,946
|
|||||||||||||||||||||
|
Share-based payment
|
-
|
-
|
-
|
-
|
-
|
14,121
|
14,121
|
|||||||||||||||||||||
|
Balance as of June 30, 2026 (unaudited)
|
9
|
245,823
|
516
|
14,414
|
(3,429
|
)
|
(11,952
|
)
|
245,381
|
|||||||||||||||||||
(*) Presents an amount less than $1 thousand.
The accompanying notes are an integral part of the financial statements.
18
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
Six months ended
June 30 |
Three months ended
June 30 |
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
U.S. dollars in thousands
|
||||||||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||||||
|
Net profit (loss) for the period
|
(8,837
|
)
|
18,808
|
(10,117
|
)
|
11,652
|
||||||||||
|
Adjustments required to reflect the cash flow from operating activities (see Appendix A)
|
11,156
|
(4,573
|
)
|
8,858
|
1,294
|
|||||||||||
|
Net cash provided by (used in) operating activities
|
2,319
|
14,235
|
(1,259
|
)
|
12,946
|
|||||||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||||||
|
Capitalized development costs
|
(17,164
|
)
|
(12,488
|
)
|
(9,370
|
)
|
(6,262
|
)
|
||||||||
|
Acquisition of property and equipment
|
(4,291
|
)
|
(1,906
|
)
|
(2,487
|
)
|
(1,110
|
)
|
||||||||
|
Loans granted to related companies and others
|
808
|
(2,062
|
)
|
579
|
(1,962
|
)
|
||||||||||
|
Decrease (Increase) in bank deposits
|
-
|
9,006
|
-
|
(549
|
)
|
|||||||||||
|
Interest received
|
5,649
|
2,873
|
2,833
|
1,576
|
||||||||||||
|
Investments in financial assets and other asset
|
(270
|
)
|
(5,000
|
)
|
-
|
(5,000
|
)
|
|||||||||
|
Proceeds from sub-lessee
|
-
|
22
|
-
|
-
|
||||||||||||
|
Payments for acquisitions of subsidiaries, net of cash acquired
|
-
|
(15,541
|
)
|
-
|
(7,341
|
)
|
||||||||||
|
Payment of deferred consideration and contingent consideration of subsidiary acquisition
|
(5,526
|
)
|
(5,519
|
)
|
(2,758
|
)
|
(1,983
|
)
|
||||||||
|
Net cash used in investing activities
|
(20,794
|
)
|
(30,615
|
)
|
(11,203
|
)
|
(22,631
|
)
|
||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||||||
|
Proceeds from issue of debentures and warrants, net
|
-
|
132,941
|
-
|
-
|
||||||||||||
|
Interest paid
|
(10,170
|
)
|
(1,598
|
)
|
(395
|
)
|
(400
|
)
|
||||||||
|
Changes in short-term bank credit and short term loan
|
-
|
(26,000
|
)
|
-
|
(774
|
)
|
||||||||||
|
Repayment of long-term bank loans
|
(1,610
|
)
|
(7,079
|
)
|
(805
|
)
|
(805
|
)
|
||||||||
|
Repayment of other long-term liabilities
|
-
|
(1,000
|
)
|
-
|
-
|
|||||||||||
|
Employee options exercised
|
3,156
|
2,680
|
1,812
|
1,484
|
||||||||||||
|
Principal lease payments
|
(1,924
|
)
|
(1,433
|
)
|
(1,000
|
)
|
(729
|
)
|
||||||||
|
Net cash provided by (used in) financing activities
|
(10,548
|
)
|
98,511
|
(388
|
)
|
(1,224
|
)
|
|||||||||
|
Increase (Decrease) in cash and cash equivalents
|
(29,023
|
)
|
82,131
|
(12,850
|
)
|
(10,909
|
)
|
|||||||||
|
Balance of cash and cash equivalents at beginning of period
|
319,538
|
83,130
|
304,745
|
176,763
|
||||||||||||
|
Gains (losses) from exchange differences on cash and cash equivalents
|
11,437
|
6,889
|
12,026
|
6,605
|
||||||||||||
|
Gains (losses) from translation of cash and cash equivalents of foreign operation
|
875
|
117
|
(1,094
|
)
|
(192
|
)
|
||||||||||
|
Balance of cash and cash equivalents at end of period
|
302,827
|
172,267
|
302,827
|
172,267
|
||||||||||||
The accompanying notes are an integral part of the financial statements.
19
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
Six months ended
June 30 |
Three months ended
June 30 |
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
U.S. dollars in thousands
|
||||||||||||||||
|
Appendix A – adjustments to reconcile net loss to net cash provided by operations:
|
||||||||||||||||
|
Adjustments in respect of:
|
||||||||||||||||
|
Depreciation and amortization
|
14,749
|
11,735
|
7,572
|
6,014
|
||||||||||||
|
Post-employment benefit obligations, net
|
28
|
35
|
19
|
24
|
||||||||||||
|
Deferred taxes
|
(1,523
|
)
|
(1,072
|
)
|
(299
|
)
|
(381
|
)
|
||||||||
|
Finance expenses, net
|
4,378
|
3,681
|
107
|
5,143
|
||||||||||||
|
Income from gaining control in subsidiary
|
-
|
(12,152
|
)
|
-
|
(6,063
|
)
|
||||||||||
|
Share of loss of equity method investee
|
-
|
226
|
-
|
-
|
||||||||||||
|
Long-term deferred income
|
(963
|
)
|
105
|
(217
|
)
|
144
|
||||||||||
|
Expenses in respect of share-based compensation
|
14,647
|
4,295
|
12,395
|
2,512
|
||||||||||||
|
Total adjustments
|
31,316
|
6,853
|
19,577
|
7,393
|
||||||||||||
|
Changes in operating asset and liability items:
|
||||||||||||||||
|
Increase in restricted cash transferable to customers for processing activity
|
(37,948
|
)
|
(20,435
|
)
|
(31,777
|
)
|
(8,766
|
)
|
||||||||
|
Decrease (Increase) in receivables from processing activity
|
(10,380
|
)
|
(35,347
|
)
|
14,875
|
(15,895
|
)
|
|||||||||
|
Increase in trade receivables
|
(9,355
|
)
|
(4,295
|
)
|
(12,687
|
)
|
(5,693
|
)
|
||||||||
|
Increase in other current assets
|
(8,559
|
)
|
(2,448
|
)
|
(6,208
|
)
|
(2,704
|
)
|
||||||||
|
Increase in inventory
|
(1,241
|
)
|
(2,498
|
)
|
(1,311
|
)
|
(1,714
|
)
|
||||||||
|
Increase in payables in respect of processing activity
|
51,922
|
57,212
|
15,967
|
25,689
|
||||||||||||
|
Increase (Decrease) in trade payables
|
(2,109
|
)
|
(7,690
|
)
|
5,216
|
(1,309
|
)
|
|||||||||
|
Increase (Decrease) in other payables
|
(2,490
|
)
|
4,075
|
5,206
|
4,293
|
|||||||||||
|
Total changes in operating asset and liability items
|
(20,160
|
)
|
(11,426
|
)
|
(10,719
|
)
|
(6,099
|
)
|
||||||||
|
Total adjustments required to reflect the cash flow from operating activities
|
11,156
|
(4,573
|
)
|
8,858
|
1,294
|
|||||||||||
|
Appendix B – Information regarding investing and financing activities not involving cash flows:
|
||||||||||||||||
|
Purchase of property and equipment on credit
|
197
|
154
|
-
|
39
|
||||||||||||
|
Recognition of right-of-use assets through lease liabilities
|
1,221
|
-
|
1,093
|
-
|
||||||||||||
|
Share based payments costs attributed to development activities, capitalized as intangible assets
|
1,873
|
559
|
1,726
|
411
|
||||||||||||
The accompanying notes are an integral part of the financial statements.
20
IFRS to Non-IFRS Reconciliation
The following is a reconciliation of Net Income/(Loss) for the period, the most directly comparable IFRS financial measure, to Adjusted EBITDA for each of the periods indicated.
|
Quarter ended
(U.S. dollars in thousands)
|
||
|
Jun 30, 2026
|
Jun 30, 2025
|
|
|
Net income/(loss) for the period
|
(10,117)
|
11,652
|
|
Finance expense, net
|
1,799
|
(2,468)
|
|
Income tax expense
|
1,668
|
333
|
|
Depreciation and amortization
|
7,572
|
6,014
|
|
EBITDA
|
922
|
15,531
|
|
Share-based payment costs
|
12,395
|
2,512
|
|
Employment benefit cost(1)
|
319
|
188
|
|
Other (income) expenses(2)
|
493
|
(5,621)
|
|
Adjusted EBITDA
|
14,129
|
12,610
|
| (1) |
Primarily other compensation arrangements provided to the shareholders of VMT
|
| (2) |
Other Income for Q2 2025 is primarily gain recognized from remeasurement an equity accounted investee, upon obtaining control of Nayax Capital. Other Expenses for Q2 2026 are mainly payroll expenses resulting from
one-time structural change made by the Company
|
21
The following is a reconciliation of Net Income/(Loss) for the period, the most directly comparable IFRS financial measure, to Adjusted Net Income for each of the periods
indicated.
|
Quarter ended
(U.S. dollars in thousands)
|
||
|
Jun 30, 2026
|
Jun 30, 2025
|
|
|
Net income/(loss) for the period
|
(10,117)
|
11,652
|
|
Share-based payment costs
|
12,395
|
2,512
|
|
Employment benefit cost(1)
|
319
|
188
|
|
Other (income) expense(2)
|
493
|
(5,621)
|
|
Amortization of acquired intangibles(3)
|
2,949
|
2,277
|
|
Adjusted net income for the period
|
6,039
|
11,008
|
| (1) |
Primarily other compensation arrangements provided to the shareholders of VMT
|
| (2) |
Other Income for Q2 2025 is primarily gain recognized from remeasurement an equity accounted investee, upon obtaining control of Nayax Capital. Other Expenses for Q2 2026 are mainly payroll expenses resulting from
one-time structural change made by the Company
|
| (3) |
Includes deferred tax income related to amortization of acquired intangibles
|
22
The following is a reconciliation of Operating Cash for the period, the most directly comparable IFRS financial measure, to Free Cash Flow for each of the periods indicated.
|
Quarter ended
(U.S. dollars in thousands)
|
||
|
Jun 30, 2026
|
Jun 30, 2025
|
|
|
Operating Cash
|
(1,259)
|
12,946
|
|
Capitalized development costs
|
(9,370)
|
(6,262)
|
|
Acquisition of property and equipment
|
(2,487)
|
(1,110)
|
|
Free Cash Flow
|
(13,116)
|
5,574
|
The following is a reconciliation of OPEX for the period, the most directly comparable IFRS financial measure, to Adjusted OPEX for each of the periods indicated.
|
Quarter ended
(U.S. dollars in thousands)
|
||
|
Jun 30, 2026
|
Jun 30, 2025
|
|
|
OPEX
|
63,604
|
42,276
|
|
Stock Based Compensation
|
(11,997)
|
(2,371)
|
|
Depreciation & Amortization
|
(7,133)
|
(5,710)
|
|
Employment Benefit Cost(1)
|
(319)
|
(188)
|
|
Adjusted OPEX
|
44,155
|
34,007
|
| (1) |
Primarily other compensation arrangements provided to the shareholders of VM
|
23
Exhibit 99.2
