Nayax (NYAX) makes $350M bet on smart parking growth
Rhea-AI Filing Summary
Nayax Ltd. (NYAX) entered into a definitive agreement to acquire IPS Group, Inc., a smart parking technology provider, in an all-cash $350 million transaction on a cash-free, debt-free basis. IPS is expected to generate over $90 million of 2026 revenue with a >60% recurring mix and ~$21 million Adjusted EBITDA, and currently manages more than 250,000 parking spaces for 550+ customers across the U.S., UK, Ireland and Canada. The deal values IPS at about 17x 2026E Adjusted EBITDA, or ~12x including >$8 million of run-rate EBITDA synergies expected by 2029, and will be funded with Nayax cash and about $150 million of new committed debt. Nayax projects net leverage of ~3.8x at closing, improving to below 3.0x by 2027. The acquisition expands Nayax’s addressable cashless transaction opportunity by approximately $85 billion to about $342 billion by 2029 and is described as accretive to gross margin, Adjusted EBITDA margin, Adjusted EPS and free cash flow conversion. Closing is expected in Q4 2026, subject to customary regulatory approvals and closing conditions.
Positive
- $350M IPS acquisition adds a scaled smart parking platform with 2026E revenue of >$90M, >60% recurring, supporting higher visibility and diversification.
- The deal expands Nayax’s addressable cashless transaction opportunity by ~$85B to $342B by 2029, opening new growth in parking and mobility payments.
- Transaction is expected to be accretive to gross margin, Adjusted EBITDA margin, Adjusted EPS and free cash flow conversion, with run-rate EBITDA synergies of >$8M by 2029.
- The combined business supports Nayax’s 2028 financial targets of ~$1B revenue, 50% gross margin and 30% Adjusted EBITDA margin, indicating a stronger long-term financial profile.
Negative
- Nayax will fund the deal with cash and ~$150M of new debt, taking net leverage to ~3.8x at closing, which elevates balance-sheet risk until deleveraging below 3.0x targeted for 2027.
Filing Explained
The acquisition presentation describes combined 2026 revenue and profitability on a pro forma basis, but says those figures are illustrative and not reflected in Nayax’s current 2026 guidance; they therefore do not revise current guidance.
Key Figures
Key Terms
cash-free, debt-free basis financial
Adjusted EBITDA financial
Free Cash Flow financial
net leverage ratio financial
Total cashless transaction volume financial
run-rate synergies financial
FAQ
What transaction did Nayax Ltd. (NYAX) announce regarding IPS Group?
How will the IPS acquisition impact Nayax’s financial profile and growth targets (NYAX)?
How is Nayax (NYAX) funding the IPS acquisition and what is the leverage impact?
When is the IPS transaction expected to close for Nayax (NYAX)?
How does the IPS deal change Nayax’s total payment volume opportunity (NYAX)?
What are the key operating metrics of IPS Group in the Nayax (NYAX) deal?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 25, 2026, Nayax Ltd. (the “Company”) issued a press release titled “Nayax Enters into Definitive Agreement to Acquire IPS Group, a Leading Smart Parking Technology Provider”. A copy of the press release is filed as Exhibit 99.1 hereto.
In addition, the Company posted on its website a presentation titled "Acquisition of IPS Group". A copy of the presentation is filed as Exhibit 99.2 hereto.
The information in this Form 6-K (including its exhibits) 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 Enters into Definitive Agreement to Acquire IPS Group, a Leading Smart Parking Technology Provider", dated August 25, 2026. |
| 99.2 | A presentation titled “Acquisition of IPS Group”, dated August 25, 2026. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
NAYAX LTD. |
|||
| By: | /s/ Gal Omer | ||
| Name: Gal Omer | |||
| Title: Chief Legal Officer | |||
Date: August 25, 2026
3
Exhibit 99.1
Nayax Enters into Definitive Agreement to Acquire IPS Group, a Leading Smart Parking Technology Provider
Acquisition establishes Nayax as a leader in smart parking, expanding its addressable cashless
opportunity by approximately $85 billion
HERZLIYA, Israel, Aug. 25, 2026 (GLOBE NEWSWIRE) -- Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX), a global commerce enablement, payments and loyalty platform, today announced a definitive agreement to acquire IPS Group, Inc. (“IPS”) from Windjammer Capital Investors in an all-cash transaction for a total consideration of $350 million.
Together, Nayax and IPS will bring together complementary capabilities in unattended commerce, pairing Nayax’s payments infrastructure and global distribution network with IPS’s purpose-built smart parking hardware and software. IPS’s two decades of field-proven technology and established base of more than 250,000 parking spaces, combined with Nayax’s reach across more than 120 countries, will accelerate IPS’s expansion into new markets, starting with Continental Europe, while giving Nayax’s existing customers access to a leading parking and curb management solution. The combination offers cross-sell opportunities and expands Nayax’s addressable cashless opportunity. It is the same playbook of land and expand Nayax has used in previous acquisitions: acquire a trusted solution provider in a vertical, then seamlessly integrate with Nayax’s own payments infrastructure to better serve our customers.
IPS is a leading provider of payment-enabled smart parking technology whose connected solutions process millions of consumer payment transactions annually for municipalities, universities and private operators. The platform spans meters, mobile and text-based payments, enforcement and permitting software, vehicle detection and curb data analytics.
Nayax has built its unattended verticals on a single pattern: high-frequency, low-value transactions in which operators receive an end-to-end platform - hardware, software, payments and loyalty from one provider. Parking fits that pattern. IPS gives Nayax a leading parking platform from which to compete as a provider of hardware, software and payments, lifting its addressable cashless opportunity to approximately $342 billion by 2029.
“Cities run some of the most demanding unattended commerce anywhere, with strict compliance requirements and infrastructure that must last a decade,” said Yair Nechmad, Chairman and Chief Executive Officer of Nayax. “Together with IPS we can give cities a unified platform for the curb and run parking alongside EV charging.”
“IPS fits perfectly into our M&A playbook,” said Aaron Greenberg, Chief Strategy Officer of Nayax. “We seek companies in verticals where payments and software work together, using our payment stack and infrastructure to take these businesses global. From hardware quality to payments strength, it is exactly the platform a combined Nayax-IPS represents.”
“Over more than two decades we have built the most complete on-street solution in the market,” said Chad Randall, Chief Executive Officer of IPS. “Joining Nayax will offer IPS the resources to expand globally and enhance our parking technology ecosystem offering for customers.”
Transaction Highlights:
| · | Total enterprise value of $350 million in an all-cash transaction, on a cash-free debt-free basis, representing approximately 17x 2026E Adjusted EBITDA, excluding anticipated synergies. The Adjusted EBITDA multiple is approximately 12x when considering run-rate synergies of more than $8 million. |
| · | Immediately accretive to Gross margin, Adjusted EBITDA margin, Adjusted Earnings Per Share, and Free Cash Flow conversion, and is aligned with our progress toward Nayax’s 2028 targets. The transaction is not reflected in Nayax’s current 2026 guidance. |
| · | IPS’s financial performance includes estimated revenue for FY 2026 of over $90 million with more than 60% recurring revenue, representing approximately 20% strong organic revenue growth compared to FY 2025 and an Adjusted EBITDA of approximately $21 million, alongside with strong free cash flow generation and around 80% conversion. |
| · | Run-rate EBITDA synergies of more than $8 million expected by 2029 from initiatives such as migrating IPS’s payment volume onto Nayax’s proprietary processing infrastructure, expanding the platform to new international markets like Continental Europe, and cross-selling EV charging. |
| · | Net leverage of approximately 3.8x at close is expected to improve to below 3.0x by end of 2027. |
| · | Funded with cash on hand and approximately $150 million of new committed debt. |
| · | IPS’s executive management team is expected to continue to lead the business from San Diego, California. |
| · | Closing expected in Q4 2026, subject to regulatory approvals and customary closing conditions. |
Conference Call Details:
Nayax will host a webcast with Q&A in English to discuss the transaction today at 8:30 a.m. Eastern Time (3:30 p.m. Israel Time), followed by a webcast with Q&A in Hebrew at 9:30 a.m. Eastern Time (4:30 p.m. Israel Time).
To access the English webcast, please click here: English Webcast.
To access the Hebrew webcast, please click here: Hebrew Webcast.
A transaction presentation will be available in the investor relations section of ir.nayax.com, where a replay of the English webcast will be archived following the event.
Advisors:
Jefferies LLC is serving as exclusive financial advisor and Reed Smith LLP is serving as legal counsel to Nayax. Harris Williams is serving as exclusive financial advisor and Kirkland & Ellis LLP is serving as legal counsel to IPS Group, Inc. and Windjammer Capital Investors.
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.
About IPS Group, Inc.:
Founded in 2000 and headquartered in San Diego, California, with offices in Canada and Europe, IPS Group, Inc. is an integrated payments, software, and data analytics platform powering smart parking and curb management for municipalities, universities, and private operators. IPS launched one of the first payment-enabled smart parking meters in 2005 and today delivers a fully integrated ecosystem spanning single and multi-space meters, mobile and text-based payments, and mission-critical parking management software. IPS manages more than 250,000 parking spaces across the United States, the United Kingdom, Ireland, and Canada.
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 the completion of the proposed acquisition of IPS Group and the timing thereof, the receipt of required regulatory approvals and satisfaction of closing conditions, the anticipated benefits and synergies of the transaction, the expected financial impact of the transaction, 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.
Public Relations Contact:
Scott Gamm
Strategy Voice Associates
Scott@strategyvoiceassociates.com
Investor Relations Contact:
Aaron Greenberg
Chief Strategy Officer
IR@nayax.com
Exhibit 99.2
1 August 25, 2026 Acquisition of IPS Group Creating a Full - Stack Platform in Smart Parking 1
2 2 Important Disclosures Forward - looking statements, non - GAAP financial measures referenced in this presentation and Trademarks This presentation includes projections, guidance, forecasts, estimates, assessments and other information pertaining to futur e e vents and/or matters, whose materialization is uncertain and is beyond the Company’s control, and which constitute forward looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securitie s E xchange Act of 1934, as amended, and the Israeli Securities Law, 5728 - 1968). Many of the forward - looking statements contained in this presentation can be identified by the use of forward - looking words such as “anticipate,” “believe,” “could,” “expect,” “ should,” “plan,” “intend,” “estimate” and “potential,” among others. Forward - looking statements include, but are not limited to, expectations and evaluations relating to the Company’s business and financial targets and strategy, the integration of the Co mpa ny’s technology in various systems and industries, the advantages of the Company’s existing and future products, timetables regarding completion of the Company’s developments and the Company’s intentions in relation to various industries, the Compan y’s intentions in relation to the creation of collaborations and engagements in licensing agreements, production and distribution in various countries, and other statements regarding our intent, belief or current expectations. Forward - looking st atements 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 impl ied in the forward - looking statements due to various factors, including, but not limited to: our expectations regarding general market conditions, including as a result of global economic trends; changes in consumer tastes and preferences; fluctuations in inflation, interest rates and exchange rates in the global economic environment; the availability of qualified personnel and the ability to retain such personnel and the ability to retain such personnel; changes in commodity costs, labor, distribution an d o ther operating costs; our ability to implement our growth strategy; changes in government regulation and tax matters; politic al, demographic and business conditions in Israel; the success of operating initiatives, including advertising and promotional ef for ts and new product and concept development by us and our competitors; factors relating to acquisitions made by the Company, including our ability to effectively and efficiently integrate acquired businesses into our existing business; and other risk fa ctors 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. Th ere 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 stateme nts. 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 r eflected 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 forwar d - looking statement speaks only as of the date of the particular statement. Except as required by law, we undertake no obligation to update publicly any forward - looking statements provided in this presentation for any reason, to conform these stat ements to actual results or to changes in our expectations. In addition, the presentation includes data published by various bodies, and data provided to the Company in the framework of co operation engagements, concerning the industry, competitive position and markets in which the Company operates, whose content was not independently verified by the Company, such that the Company is not responsible for the accuracy or completen ess of such date or whether the data is up - to - date, and Company takes no responsibility for any reliance on such data. Management estimates contained in this presentation are derived from publicly available information released by independent i ndu stry analysts and other third - party sources, as well as data from the Company's internal research, and are based on assumptions made by the Company upon review of such data, and the Company's experience in, and knowledge of, the industry and ma rkets in which the Company operates. Although the Company believes these management estimates are reasonable, projections, assumptions and estimates of the future performance of the industry in which the Company operates and the Compan y's future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in the estimates made by indepen den t parties and by the Company. Industry publications, research, surveys and studies generally state that the information they provide has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is no t guaranteed. Forecasts and other forward - looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward - looking statements in this presentation. In addition to various operational metrics and financial measures in accordance with accounting principles generally accepted un der International Financial Reporting Standards, or IFRS, this presentation contains Adjusted EBITDA and Free Cash Flow, each a non - IFRS financial measure provided to help evaluate our past results and future prospects. Please refer to the appendix for of this presentation for a definition of Adjusted EBITDA, and Free Cash Flow as well as reconciliations of Adjusted EBITDA and F ree Cash Flow to net income (loss), Free Cash Flow to operating cash. Due to the inherent difficulty in forecasting and quantifying the amounts of certain items that are necessary for such reconc ili ation, the Company is not able, without unreasonable effort, to provide a reconciliation of forward - looking Adjusted EBITDA and Adjusted Net Income to IFRS net income (loss), in particular because items such as finance expenses and issuance and acquisit ion costs used to calculate projected net income (loss) vary dramatically based on actual events. Therefore, the Company is not able to forecast on an IFRS basis with reasonable certainty all deductions needed in order to provide an IFRS calculation of pro jected net income (loss) at this time. The amount of these deductions may be material and therefore could result in projected IF RS net income (loss) being materially less than projected Adjusted EBITDA and Adjusted Net Income (non - IFRS). The Company and its licensors have proprietary rights to trademarks used in this presentation. Solely for convenience, tradem ark s and trade names referred to in this presentation may appear without the “®” or “TM” symbols, but the lack of such references is not intended to indicate, in any way, that the Company will not assert, to the fullest extent possible under ap pli cable law, its rights or the rights of the applicable licensor to these trademarks and trade names. This presentation also co nta ins trademarks, trade names and service marks of other companies, which are the property of their respective owners and are used her e for reference purposes only. Such use of other parties’ trademarks, trade names or service marks should not be construed to imply a relationship with, or an endorsement or sponsorship of the Company, by any other party.
3 3 Transaction Summary ▪ A provider of a fully integrated smart parking technology solutions for municipalities, private operators and universities ▪ Founded in 2000 and headquartered in San Diego, CA, serves 550+ customers across US, UK, Ireland, and Canada, managing 250k+ parking spaces ▪ 2026E Revenue of over $90M with a >60% recurring revenue mix, representing ~20% strong organic revenue growth compared to FY 2025 and Adj. EBITDA of ~$21M, alongside with strong free cash flow generation and ~80% conversion (1) IPS Overview ▪ Nayax will acquire IPS for a purchase price of $350M on a cash - free, debt - free basis, payable entirely in cash ▪ Purchase price represents ~17x 2026E Adj. EBITDA and ~12x synergized Adj. EBITDA (2) ▪ Transaction will be funded through a combination of cash on hand and ~$150M of new committed debt ▪ Net leverage is expected to be ~3.8x (3) at close and expected to improve to below 3.0x (3) by 2027 Transaction Overview ▪ IPS management team is expected to continue to lead the business from San Diego, California following close Leadership ▪ Expected to close in Q4 2026 , subject to customary regulatory approvals and closing conditions Timing 1) FCF conversion defined as (Adj. EBITDA – capex) / Adj. EBITDA. 2) Inclusive of >$8M of run - rate synergies expected by 2029. 3) Net leverage ratio is defined as the ratio of consolidated net debt outstanding, to consolidated Adjusted EBITDA, and calcula ted in accordance with the terms of Nayax’s debt agreement.
4 4 Accelerating the Next Phase of Growth ▪ Immediate entry into smart parking, expanding addressable cashless TPV by ~$85B (1) to $342B (2) by 2029 ▪ IPS is a scaled platform for Nayax entry into parking, with over $90M in 2026E revenue, 250k+ spaces, 550+ customers, operating across US, UK, Ireland and Canada Enhance Addressable Market Opportunity ▪ Fully integrated payment, compliance and management solutions purpose built for mobility ▪ Opportunity to offer Nayax’s payments and EV charging solutions to the installed base Full Stack Mobility Platform with Cross - sell Potential ▪ Adds a new, diversified blue - chip customer base with average tenure of 8+ years (3) ▪ Long - term municipal contracts drive highly recurring revenue Durable Customer Base ▪ IPS is expected to grow ~20% organically in 2026E , expanding across the UK, Ireland and Canada ▪ Nayax's global platform supports the IPS expansion playbook to improve penetration in North America and expand across Continental Europe and other geographies International Expansion ▪ Adds predictable recurring revenue, and is accretive to Gross margin, Adj. EBITDA margin, Adj. EPS and Free Cash Flow conversion; expected to deliver run - rate Adj. EBITDA synergies of >$8M by 2029 ▪ Aligns our progress toward Nayax's 2028 financial targets of ~$1B revenue and 50% Gross Margin, and 30% Adj. EBITDA Margin Improves Financial Profile Source: Research report regarding the unattended and connected machines dated 2024 and global parking payments opportunity da ted 2026 by one of our Third - Party Market Research Firms. 1) Represents incremental global cashless parking payment volume opportunity beyond unattended parking terminals, including mobi le, app - based, and other digital payment methods. 2) Represents Nayax’s estimated 2029 total cashless transaction volume opportunity, inclusive of existing unattended commerce verticals and parking p ayments. 3) Average Tenure for top 25 customers by ARR as of 2025.
5 5 Enhances Addressable Market Opportunity Source: Research report regarding the unattended and connected machines dated 2024 and global parking payments opportunity da ted 2026 by one of our Third - Party Market Research Firms. 1) Represents estimated 2025 cashless payments volume opportunity across existing unattended commerce verticals. 2) Represents incremental global cashless parking payment volume opportunity beyond unattended parking terminals, including mobi le, app - based, and other digital payment methods addressable after the acquisition of IPS. 3) Nayax projected addressable TAM of $257B for 2029E includes $15B related to unattended parking terminals. 4) Represents 2025 - 30 CAGR. $257B $85B 2025 2029E Acquisition Unlocks Incremental ~$85B TPV $129B (1) $342B TPV Opportunity Uplift from IPS Current Markets TPV (2) Nayax Addressable TPV (3) ▪ Parking is a $123B TPV growing at 7 (4) %; cashless payments are increasing penetration growing at 8% (4) ▪ Nayax’s current addressable TPV projected to grow from $129B to $257B in 2029 ▪ IPS expands Nayax beyond unattended terminals into mobile, app - based, and other digital parking payment channels ▪ Acquisition unlocks an incremental ~$85B addressable TPV 2029E
6 6 IPS at a Glance 1) FCF conversion defined as (Adj. EBITDA – capex) / Adj. EBITDA. 2) Figures as of Mar ’26 LTM. By the Numbers (2026E) > $ 90 M REVENUE >60% RECURRING REVENUE MIX 250k+ MANAGED SPACES ~200 EMPLOYEES ~$21M ADJ. EBITDA ~80% FCF Conversion (1) Established provider of fully integrated smart parking technology solutions for municipalities, private operators and universities, headquartered in San Diego Municipalities anchor the base with multi - year contracts with strong traction within Universities and Private Operators High recurring revenue mix from up - selling payment, compliance and management solutions into the installed base Cross - sell runway with mobile payments, and enforcement and permitting solutions Fully Integrated Parking Platform ─ Payment Solutions : Meters, PARK SMARTER®, TEXT - TO - PAY ─ Compliance : Enforcement & permitting, DMV services, sensors ─ Management : Data management, payment processing, Elevate Geographic Footprint U.S. UK Ireland Canada Customer Base Municipalities Universities Private Operators $519M TOTAL CASHLESS TRANSACTION VOLUME (1)
7 7 Payment Collection Solutions IPS Has a Full - Stack Parking Platform IPS covers the full parking lifecycle from meters to payments, mobile app, enforcement, permitting, and data analytics Management Solutions Compliance Solutions Single & Multi - Space Meters Advanced on - and off - street meters with granular curb data Data Management System Central control point orchestrating real - time data across the platform Enforcement & Permitting Automates citation management and permit compliance end to end PARK SMARTER® Mobile Payments Contactless payment, wayfinding and account management in one app Payment Processing Proprietary, fully compliant processing integrated across solutions DMV Services Nationwide registered - owner data to lift collection on violations TEXT - TO - PAY Accountless , app - free payment via SMS and QR code Elevate Real - time dashboards, predictive analytics and AI scenario modeling Vehicle Detection Sensors 3D stereoscopic sensors determining real - time occupancy
8 8 IPS Establishes Mobility as a Core End - Market for Nayax What IPS Enables in the Mobility End - Market ▪ Parking entry – 250k+ managed spaces and 550+ customers across the US, UK, Ireland and Canada ▪ Full - stack platform – Payments, enforcement, permitting, sensors and data in one integrated system ▪ Building out the platform layer – Parking payments are often procured as integrated solutions; expanding the platform widens the serviceable fee pool ▪ EV charging offer to the IPS base – Nayax can offer EV charging to IPS’s customer base ▪ Convertible payment volume onto Nayax rails – $519M in total cashless transaction volume as of Mar '26 LTM Automated & Self - Service Mobility Parking Nayax Parking Today Cashless payment acceptance only With IPS Mo bile payments, meters, enforcement, permitting and curb data
9 9 IPS Accelerates Nayax's Integrated Mobility Strategy EV Charging Parking Platform Transportation One Integrated Mobility Platform Nayax well - positioned in how an electrifying world parks, charges, and pays EV BAY One Session Parking Charging One Tap One Bill One Platform Operators manage parking and charging from one platform with a single point of support, one vendor to deploy and call rather than two systems run side by side One Experience Drivers park and charge in a single tap within one interface, seeing one flow and one charge instead of two apps and two payments One Payout Operators receive parking and charging revenue in a single settlement, with both lines reconciled to one payout and none matched by hand
10 10 > 60% Recurring revenue mix Deepening Market Presence 125k+ Customers Scaled SMB focused Customer Base Global Customer Reach Existing Municipality Experience Blue - chip Customer Base Highly Recurring Revenue 8+ years Average top 25 customer tenure Sticky Customer Relationships Global unattended commerce, payments and loyalty platform Full - stack smart parking platform Long - term Contracts + Note: Nayax and IPS metrics as of Jun ’26, unless otherwise specified. Adds a blue - chip customer base with durable recurring revenue 550+ Active customers 5 - 7 years Average contract term at signing 120+ Countries served Strong Expansion Engine Comprehensive EV charging platform 120% Dollar net retention
11 11 Nayax Global Footprint Creates Runway for IPS Expansion Nayax Nayax & IPS ▪ IPS operates across the U.S., UK, Ireland, and Canada today ▪ Nayax serves 120+ countries globally ▪ Significant runway to scale IPS, increase penetration in North America and expand across continental Europe and other geographies
12 12 IPS Unlocks Significant Revenue and Cost Synergies Payment Processing Opportunity to migrate IPS existing cashless payments volume to Nayax’s processing platform International Expansion Continental Europe is the largest opportunity, building on IPS's traction in Canada, Germany and France EV Charging Cross - Sell IPS's municipal relationships open a route to bundle parking and Nayax’s EV charging offerings into a single higher - value transaction Cost Synergies Leveraging Nayax's supplier relationships to improve equipment costs >$8M of run - rate Adj. EBITDA synergies expected by 2029
13 13 IPS Acquisition Expands Nayax’s Topline and Profitability Pro Forma (2026E) Nayax ( (2026 Guidance) IPS2(0 (2026E) >$600 $510 - 520 >$90 Revenue $106 - 111 $85 - 90 ~$21 Adj. EBITDA ▪ IPS adds a highly predictable revenue stream supported by long - term customer contracts ▪ IPS land - and - expand model combined with Nayax’s payments and EV charging capabilities offers cross sell opportunity ▪ Accelerates progress toward Nayax’s 2028 goals of $1B in revenue, with 50% Gross margin and 30% Adj. EBITDA margin Note: $M. All figures shown on a 2026E basis unless otherwise specified. Excludes synergies. Purchase price represents ~17x I PS 2026E Adj. EBITDA, or ~12x inclusive of >$8M of run - rate synergies expected by 2029. Pro forma figures are illustrative and are not reflected in Nayax's current 2026 guidance.
14 14 ▪ Combines hardware, software and payments , mirroring Nayax’s platform Foundational Building Blocks ▪ High - frequency , low - value transactions requiring integrated payments Unattended by Design ▪ Nayax’s global infrastructure supports international expansion Global Leverage ▪ Multi - year contracts and reputation - driven procurement Recurring Revenue Visibility IPS Represents a Strong Fit Within Nayax’s M&A Strategy