Nayax (Nasdaq: NYAX) Q1 2026 revenue jumps 32% as guidance reaffirmed

Rhea-AI Filing Summary

Nayax Ltd. reported strong first quarter 2026 results, with revenue of $106.9 million, up 32% from the prior-year period. Recurring revenue reached $79.3 million, growing 27% and accounting for 74% of total revenue. Adjusted EBITDA rose 43% to $13.9 million, a 13% margin, while net income was $1.3 million.

Operationally, total transaction value increased to $1.79 billion, processed transactions reached 759 million, managed and connected devices climbed to 1.5 million, and the customer base expanded to about 120,000, with ARPU of $247.

For full-year 2026, Nayax reaffirmed revenue guidance of $510–$520 million, organic revenue growth of 22–25%, and Adjusted EBITDA of $85–$90 million (around 17% margin), with targeted free cash flow at roughly 40% of Adjusted EBITDA. The company also reiterated a 2028 framework of $1.0 billion in revenue, 50% gross margin, and 30% Adjusted EBITDA margin.

Positive

• Rapid revenue and profit growth: Q1 2026 revenue grew 32% to $106.9 million, while Adjusted EBITDA rose 43% to $13.9 million with a 13% margin, showing improving scale and profitability.
• Reaffirmed strong 2026 and mid-term targets: Management maintained 2026 guidance of $510–$520 million revenue and $85–$90 million Adjusted EBITDA, and reiterated a 2028 framework of $1.0 billion revenue and 30% Adjusted EBITDA margin.

Negative

• None.

Insights

Equity research analyst

Nayax delivered fast top-line growth, rising profitability, and reaffirmed ambitious multi-year guidance.

Nayax posted Q1 2026 revenue of $106.9M, up 32%, with recurring revenue of $79.3M representing 74% of total. $1.79B in total transaction value and 1.5M managed and connected devices underline continued scale in its payments and SaaS platform.

Profitability improved, with $13.9M Adjusted EBITDA, up 43%, and a 13% margin, alongside positive net income of $1.3M. Adjusted OPEX as a share of revenue declined versus the prior year, indicating operating leverage even as the business absorbs recent acquisitions.

Management reaffirmed 2026 guidance for revenue of $510–$520M, organic growth of 22–25%, and Adjusted EBITDA of $85–$90M (about 17% margin), plus a mid-term 2028 framework of $1.0B revenue and 30% Adjusted EBITDA margin. Subsequent filings and quarterly updates will indicate how consistently the company tracks against these targets.

Key Figures

Q1 2026 Revenue: $106.9 million Q1 2026 Net Income: $1.3 million Q1 2026 Adjusted EBITDA: $13.9 million +5 more

8 metrics

Q1 2026 Revenue $106.9 million Three months ended March 31, 2026; 32% growth year over year

Q1 2026 Net Income $1.3 million Profit for the three months ended March 31, 2026

Q1 2026 Adjusted EBITDA $13.9 million Adjusted EBITDA for the quarter, 43% higher than prior-year period

Q1 2026 Total Transaction Value $1.79 billion Total transaction value processed in the quarter, 33% growth

Managed and Connected Devices 1.5 million devices Managed and connected devices as of Q1 2026, up 13% year over year

Customers 120,035 customers Customer count as of Q1 2026, 20% higher than Q1 2025

2026 Revenue Guidance $510–$520 million Full-year 2026 revenue outlook reaffirmed by the company

2026 Adjusted EBITDA Guidance $85–$90 million Full-year 2026 Adjusted EBITDA outlook, ~17% margin

Key Terms

Adjusted EBITDA, Organic Revenue, Free Cash Flow, Dollar-based net retention rate, +2 more

6 terms

Adjusted EBITDA financial

"Net income of $1.3 million with Adjusted EBITDA of $13.9 million (1)"

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 growth of 26% (1)"

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 defined as net cash provided from operating activities minus capitalized development costs"

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 (3) 122 %"

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.

Revenue Churn financial

"Revenue churn (4) 2.8 %"

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.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission file number: 001-41491

NAYAX LTD.

(Translation of registrant’s name into English)

 Arik Einstein Street, Bldg. B, 1st Floor

Herzliya 4659071, Israel

(Address of principal executive offices)

_____________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒    Form 40-F ☐

EXPLANATORY NOTE

On May 12, 2026, Nayax Ltd. (the “Company”) issued a press release titled “Nayax Reports First Quarter 2026 Results”. A copy of the press release is furnished as Exhibit 99.1 hereto.

In addition, on May 12, 2026, the Company posted on its website a corporate presentation titled “First Quarter 2026 Results”. A copy of the presentation is furnished as Exhibit 99.2 hereto.

The information in this Form 6-K (including Exhibits 99.1 and 99.2 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such a filing.

EXHIBIT INDEX

The following exhibits are furnished as part of this Form 6-K:

Exhibit Description

99.1 Press Release titled “Nayax Reports First Quarter 2026 Results” dated May 12, 2026

99.2 Corporate Presentation titled “First Quarter 2026 Results” dated May 12, 2026

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NAYAX LTD.
	By:	/s/ Gal Omer
		Name: Gal Omer
		Title: Chief Legal Officer

Date: May 12, 2026

Exhibit 99.1

Nayax Reports First Quarter 2026 Results 

Revenue of $106.9 million, revenue growth of 32%

Organic revenue growth of 26% ⁽¹⁾

Net income of $1.3 million with Adjusted EBITDA of $13.9 million ⁽¹⁾

Company reaffirms full year 2026 guidance

HERZLIYA, Israel, May 12, 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 first quarter ended March 31, 2026.

“We had an excellent start to 2026, with strong operational and financial results across the business. We continued to scale our platform, expand our installed base, and drive transaction activity, all of which reinforces the more predictable and profitable recurring revenue contribution to our business. Revenue grew 32% to $107 million, with organic revenue growth of 26%. Furthermore, Adjusted EBITDA grew 43% year-over-year, expanding to 13% of revenue. This quarter we crossed an important milestone, with our installed base surpassing 1.5 million devices and our customer base reaching 120,000. The more customers we onboard, the more devices they buy, the more transactions flow through our platform, and the more our recurring revenue compounds- It’s clear that our growth algorithm is working, and we are well-positioned to capture the opportunities ahead,” commented Yair Nechmad, Nayax Chief Executive Officer and Chairman of the Board.

(1) Organic Revenue, Adjusted EBITDA, Free Cash Flow and Adjusted OPEX are non-IFRS financial measures. Please refer to the footnote 3 in the table below and the additional tables at the end of this press release for a reconciliation of Organic Revenue, Adjusted EBITDA, Free Cash Flow and Adjusted OPEX to the most directly comparable IFRS measure for each. The Company does not provide a reconciliation of forward-looking Adjusted EBITDA to IFRS net income (loss) due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, in particular, because special items such as finance expenses and issuance and acquisition costs used to calculate projected net income (loss) can vary dramatically based on actual events. Therefore, the Company is not able to forecast on an IFRS basis with reasonable certainty all deductions needed in order to provide an IFRS calculation of projected net income (loss) at this time. The amount of these deductions may be material and therefore could result in projected IFRS net income (loss) being materially different than projected Adjusted EBITDA (non-IFRS).

First Quarter 2026 Financial Highlights

(All comparisons are relative to the first quarter and three-month period ended March 31, 2025, unless otherwise noted)

Revenue Summary	Q1 2026 ($M)	Q1 2025 ($M)	Growth (%)
Payment processing fees	47.7	36.9	29%
SaaS revenue	31.6	25.3	25%
Total recurring revenue (1)	79.3	62.2	27%
POS devices revenue (2)	27.6	18.9	46%
Total revenue (3)	106.9	81.1	32%

Margin Summary	Q1 2026	Q1 2025	Variance
Payment processing margin	39.8%	35.8%	+4.0%
SaaS margin	76.5%	75.9%	+0.6%
Total recurring margin	54.4%	52.1%	+2.3%
POS devices margin	33.1%	39.5%	-6.4%
Total margin	48.9%	49.2%	-0.3%

(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 Q1 2026 includes $4.5 million of revenues from recent acquisitions.

• Revenue increased 32% to $106.9 million from $81.1 million driven by both new and existing customer expansion.

• Organic Revenue growth for the quarter was 26%.

• Recurring revenue from SaaS and payment processing fees grew 27%, to $79.3 million and represented 74% of total revenue.

• POS devices revenue increased by 46% to $27.6 million with strong demand for our products across all market segments.

2

• Gross margin was 48.9%, in line with the previous year’s quarter margin of 49.2%.

o Recurring margin improved to 54.4% from 52.1%, driven mainly by processing margin that improved to nearly 40% from 35.8% reflecting the ongoing benefits of renegotiated contracts with several bank acquirers and the Company’s improved smart-routing capabilities. SaaS margin improved as well to 76.5% from 75.9%. Both processing and SaaS margins reflect the Company’s growing scale and increasing transaction volumes.

o Hardware margin was 33.1% compared to 39.5% due to marketing promotions for our newly released “PIN-on-glass” VPOS Media devices in Europe

• Operating profit was $4.1 million compared to $7.9 million. Q1 2025 included a one-time gain of approximately $6.1 million related to Nayax’s share purchase of Tigapo.

• Financial expenses, net, for the quarter, increased by $2.9 million dollars as a result of interest expenses related to the two bonds offerings completed in 2025 on TASE, which raised a total of nearly 1 billion shekels.

• Net income was $1.3 million compared to net income of $7.2 million. Q1 2025 net income included a one-time gain associated with Tigapo.

• Basic and diluted earnings per share for the quarter ending March 31, 2026 were $0.034 and $0.031, respectively.

• Weighted average number of basic and diluted shares for the first quarter of 2026 were 37,355,838 and 41,546,785, respectively.

• Adjusted OPEX of $38.9 million dollars was 36% of revenue, an improvement over the prior year period, and included a full quarter of Lynkwell expenses. Adjusted OPEX had an unfavorable impact of $1.2 million dollars in the quarter compared sequentially to Q4 2025, due to foreign currency volatility.

• Adjusted EBITDA increased 43% to $13.9 million dollars, representing 13% of revenue and demonstrating the operating leverage of the business compared to $9.7 million, representing a margin of 12% of total revenue, in last year’s first quarter.

• Cash flow provided from operating activities was $3.6 million and Free Cash Flow was negative at $6.0 million mainly due to increased infrastructure investment, and the timing of cash settlement from processing activities.

• As of March 31, 2026, the Company had $306.2 million in cash and cash equivalents and short-term deposits. Short-term and long-term debt balances was $325.3 million.

3

First Quarter 2026 Operational Metric Highlights

Key Performance Indicators	Q1 2026	Q1 2025	Growth (%)
Total transaction value ($m)	1,791	1,342	33%
Number of processed transactions (millions)	759	652	16%
Take rate (payments) (4)	2.66%	2.75%	-0.1%
Managed and connected devices (thousands)	1,504	1,329	13%
Customers	120,035	100,021	20%
ARPU ($) (5)	247	216	14%

(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 33% to $1.8 billion. 

• Number of processed transactions increased 16% to 759 million.

• Take rate was strong at 2.66%.

• Growth in the customer base continued at a healthy pace, adding more than 5,500 new customers in the first quarter of 2026, an increase of 20% reaching 120,000.

• ARPU increased to $247, representing a 14% increase driven by the continued conversion of existing machines from cash payments to cashless payments, and our expansion into verticals with higher transaction values, such as EV charging, amusement facilities, and car washes.

4

Recent Business Highlights

• Partners with E-Plug, to power nationwide EV charging expansion, combining Nayax’s payment technology with Lynkwell’s charging management platform, enabling Energy Plus to manage, monetize, and scale its US network from a single integrated solution.

2026 Financial Outlook 

For the year ending December 31, 2026, Nayax is reaffirming its financial outlook of revenue in the range of $510 million to $520 million. The guidance is inclusive of organic revenue growth of 22% to 25% and the expected contribution from the Lynkwell acquisition, completed on December 4, 2025.

Adjusted EBITDA guidance for the year remains between $85 million and $90 million, which represents an adjusted EBITDA margin of about 17%.

The Company expects free cash conversion from Adjusted EBITDA of approximately 40%. Free cash flow is defined as net cash provided from operating activities minus capitalized development costs and acquisition of property and equipment. 

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. 

Investor Conference Calls

Nayax will host two conference calls to discuss its results later today, May 12, 2026. The first will be in English for international investors and the second in Hebrew for Israel-based investors to discuss its first 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.

5

To pre-register, go to:

http://services.incommconferencing.com/DiamondPassRegistration/register?confirmationNumber=13759826&linkSecurityString=1ee3e1c274
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

WEBCAST LINK: 

https://viavid.webcasts.com/starthere.jsp?ei=1758629&tp_key=90f1d26fd7 

Following the conference call, a replay will be available until May 26, 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: 13759826

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: 

Webinar Registration

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 March 31, 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

6

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.

7

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.

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.

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.

8

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.

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.

9

NAYAX LTD

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

As of March 31, 2026

(Unaudited)

10

NAYAX LTD

CONDENSED CONSOLIDATED STATEMENTS OF BALANCE SHEETS (UNAUDITED)

		March 31				December 31
		2026				2025
		U.S. dollars in thousands
ASSETS
CURRENT ASSETS:
Cash and cash equivalents			304,745				319,538
Restricted cash transferable to customers for processing activity			98,136				91,965
Short-term bank deposits			1,492				1,171
Receivables in respect of processing activity			73,120				47,865
Trade receivable, net			100,558				103,975
Inventory			28,552				28,594
Other current assets			28,075				27,056
Total current assets			634,678				620,164
NON-CURRENT ASSETS:
Long-term bank deposits			213				211
Other long-term assets			8,740				8,596
Right-of-use assets, net			7,990				8,911
Property and equipment, net			21,665				20,362
Goodwill and intangible assets, net			193,662				190,493
Deferred income tax assets			4,860				3,901
Total non-current assets			237,130				232,474
TOTAL ASSETS			871,808				852,638

11

NAYAX LTD

CONDENSED CONSOLIDATED STATEMENTS OF BALANCE SHEETS (UNAUDITED)

		March 31				December 31
		2026				2025
		U.S. dollars in thousands
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current maturities of long-term bank loans			3,220				3,220
Current maturities of other long-term liabilities			5,542				5,538
Current maturities of leases liabilities			3,401				3,474
Payables in respect of processing activity			216,750				180,795
Trade payables			22,242				29,370
Other payables			44,337				52,021
Total current liabilities			295,492				274,418
NON-CURRENT LIABILITIES:
Long-term bank loans			9,660				10,465
Other long-term liabilities			6,511				9,329
Debentures			312,463				314,064
Lease liabilities			5,521				6,402
Deferred income taxes			6,785				6,945
Total non-current liabilities			340,940				347,205
TOTAL LIABILITIES			636,432				621,623
EQUITY:
Shareholders Equity:
Share capital			9				9
Additional paid in capital			243,877				242,759
Capital reserves			7,446				7,882
Accumulated deficit			(15,956	)			(19,635	)
TOTAL EQUITY			235,376				231,015
TOTAL LIABILITIES AND EQUITY			871,808				852,638

12

NAYAX LTD

CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS (UNAUDITED)

		Three months ended March 31
		2026				2025
		U.S. dollars in thousands
		(Excluding earnings per share data)
Revenues			106,856				81,110
Cost of revenues			(54,582	)			(41,211	)
Gross Profit			52,274				39,899
Research and development expenses			(7,996	)			(7,152	)
Selling, general and administrative expenses			(36,320	)			(27,541	)
Depreciation and amortization in respect of technology and capitalized development costs			(3,825	)			(3,176	)
Other income (expenses)			-				6,089
Share of losses of equity method investees			-				(226	)
Operating Income			4,133				7,893
Financial Income			2,955				1,836
Financial Expense			(6,361	)			(2,327	)
Profit before taxes on income			727				7,402
Tax benefits (expenses)			553				(246	)
Profit for the period			1,280				7,156
Earnings per share attributed to shareholders of the Company:
Basic earnings per share			0.034				0.195
Diluted earnings per share			0.031				0.192

13

NAYAX LTD

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

		Three months ended March 31
		2026				2025
		U.S. dollars in thousands
Profit for the period			1,280				7,156
Other comprehensive income (loss) for the period:
Items that may be reclassified to profit or loss:
Gain from translation of financial statements of foreign operations			1,102				686
Loss on cash flow hedges			(1,538	)			(1,071	)
Total other comprehensive income (loss) for the period			(436	)			(385	)
Total comprehensive income for the period			844				6,771

14

NAYAX LTD

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

		Equity attributed to shareholders of the Company
		Share capital				Additional paid in capital				Remeasurement of post-employment benefit obligations				Other capital reserves				Foreign currency translation reserve				Accumulated deficit				Total equity
		U.S. dollars in thousands
Balance at January 1, 2025 (audited)			9				220,715				463				9,973				(2,604	)			(63,311	)			165,245
Changes in the three months ended March 31, 2025:
Profit for the period			-				-				-				-				-				7,156				7,156
Other comprehensive income (loss) for the period			-				-				-				(1,071	)			686				-				(385	)
Issuance of warrants, net			-				5,706				-				-				-				-				5,706
Employee options exercised and vesting of RSUs			*				1,150				-				-				-				-				1,150
Share-based payment			-				-				-				-				-				1,931				1,931
Balance on March 31, 2025 (unaudited)			9				227,571				463				8,902				(1,918	)			(54,224	)			180,803
Balance at January 1, 2026(audited)			9				242,759				516				10,391				(3,025	)			(19,635	)			231,015
Changes in the three months ended March 31, 2026:
Profit for the period			-				-				-				-				-				1,280				1,280
Other comprehensive income (loss) for the period			-				-				-				(1,538	)			1,102				-				(436	)
Employee options exercised and vesting of RSUs			*				1,118				-				-				-				-				1,118
Share-based payment			-				-				-				-				-				2,399				2,399
Balance on March 31, 2026 (unaudited)			9				243,877				516				8,853				(1,923	)			(15,956	)			235,376

(*) Represents an amount lower than $1 thousand.

15

NAYAX LTD

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

		Three months ended March 31
		2026				2025
		U.S. dollars in thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit for the period			1,280				7,156
Adjustments required to reflect the cash flow from operating activities (see Appendix A)			2,298				(5,867	)
Net cash provided by operating activities			3,578				1,289
CASH FLOWS FROM INVESTING ACTIVITIES:
Capitalized development costs			(7,794	)			(6,226	)
Acquisition of property and equipment			(1,804	)			(796	)
Loans granted to related companies and others			229				(100	)
Decrease in bank deposits			-				9,555
Interest received			2,816				1,297
Investments in financial assets and other asset			(270	)			-
Proceeds from sub-lessee			-				22
Payments for acquisitions of subsidiaries, net of cash acquired			-				(8,200	)
Payment of deferred consideration and contingent liability due consideration of subsidiary acquisition			(2,768	)			(3,536	)
Net cash used in investing activities			(9,591	)			(7,984	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issue of debentures and warrants, net			-				132,941
Interest paid			(9,775	)			(1,198	)
Changes in short-term bank credit and short term loan			-				(25,226	)
Repayment of long-term bank loans			(805	)			(6,274	)
Repayment of other long-term liabilities			-				(1,000	)
Employee options exercised			1,344				1,196
Principal lease payments			(924	)			(704	)
Net cash provided by (used in) financing activities			(10,160	)			99,735
Increase (Decrease) in cash and cash equivalents			(16,173	)			93,040
Balance of cash and cash equivalents at beginning of year			319,538				83,130
Gains (losses) from exchange differences on cash and cash equivalents			(589	)			284
Gains from translation of cash and cash equivalents of foreign operation			1,969				309
Balance of cash and cash equivalents at end of year			304,745				176,763

16

NAYAX LTD

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

		Three months ended March 31
		2026				2025
		U.S. dollars in thousands
Appendix A – adjustments required to reflect the cash flows from operating activities:
Adjustments in respect of:
Depreciation and amortization			7,177				5,721
Post-employment benefit obligations, net			9				11
Deferred taxes			(1,224	)			(691	)
Finance expenses, net			4,271				(1,462	)
Income from gaining control in subsidiary			-				(6,089	)
Share of loss of equity method investee			-				226
Long-term deferred income			(746	)			(39	)
Expenses in respect of share-based compensation			2,252				1,783
Total adjustments			11,739				(540	)
Changes in operating asset and liability items:
Increase in restricted cash transferable to customers for processing activity			(6,171	)			(11,669	)
Increase in receivables from processing activity			(25,255	)			(19,452	)
Decrease in trade receivables			3,332				1,398
Decrease (Increase) in other current assets			(2,351	)			256
Decrease (Increase) in inventory			70				(784	)
Increase in payables in respect of processing activity			35,955				31,523
Decrease in trade payables			(7,325	)			(6,381	)
Decrease in other payables			(7,696	)			(218	)
Total changes in operating asset and liability items			(9,441	)			(5,327	)
Total adjustments required to reflect the cash flow from operating activities			2,298				(5,867	)
Appendix B – Information regarding investing and financing activities not involving cash flows:
Purchase of property and equipment on credit			197				115
Recognition of right-of-use assets through lease liabilities			128				-
Share based payments costs attributed to development activities, capitalized as intangible assets			147				148

17

  IFRS to Non-IFRS Reconciliation

Quarter ended   (U.S. dollars in thousands)
	Mar 31, 2026	Mar 31, 2025
Net income for the period	1,280	7,156
Finance expense, net	3,406	491
Income tax expense (benefit)	(553)	246
Depreciation and amortization	7,177	5,721
EBITDA	11,310	13,614
Share-based payment costs	2,252	1,783
Employment benefit cost(1)	313	182
Other (income) expense(2)	-	(6,089)
Share of loss of equity method investee	-	226
ADJUSTED EBITDA	13,875	9,716

(1) Other compensation arrangements provided to the shareholders of VMT

(2) Primarily gain recognized from remeasurement an equity accounted investee, upon obtaining control of Tigapo

18

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)
	Mar 31, 2026	Mar 31, 2025
Operating Cash	3,578	1,289
Capitalized development costs	(7,794)	(6,226)
Acquisition of property and equipment	(1,804)	(796)
Free Cash Flow	(6,020)	(5,733)

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)
	Mar 31, 2026	Mar 31, 2025
OPEX	48,141	37,881
Stock Based Compensation	(2,177)	(1,715)
Depreciation & Amortization	(6,754)	(5,499)
Employment Benefit Cost(1)	(313)	(182)
Adjusted OPEX	38,897	30,485

(1) Other compensation arrangements provided to the shareholders of VMT

19

EX-99.2 3 exhibit_99-2.htm EXHIBIT 99.2

Exhibit 99.2

1 First Quarter 2026 Results May 12 , 2026

2 Important Disclosure • This presentation is intended to provide general information only and is not, and should not be considered, as an offer to purchase or sell the Company ’ s securities, or a proposal to receive such offers. In addition, this presentation is not an offer to the public of the Company ’ s securities. By attending or viewing this presentation, each attendee ( “ Attendee ” ) agrees that he or she ( i ) has read this disclaimer, (ii) is bound by the restrictions set out herein, (iii) is permitted, in accordance with all applicable laws, to receive such information, (iv) is solely responsible for his or her own assessment of the business and financial position of the Company and (v) will conduct his or her own analysis and be solely responsible for forming the Attendee's view of the potential future performance of the Company ’ s business. • This presentation includes projections, guidance, forecasts, estimates, assessments and other information pertaining to future events and/or matters, whose materialization is uncertain and is beyond the Company ’ s control, and which constitute forward looking statements (within the meaning of Section 27 A of the Securities Act of 1933 , as amended, Section 21 E of the Securities Exchange Act of 1934 , as amended, and the Israeli Securities Law, 5728 - 1968 ). Many of the forward - looking statements contained in this presentation can be identified by the use of forward - looking words such as “ anticipate, ” “ believe, ” “ could, ” “ expect, ” “ should, ” “ plan, ” “ intend, ” “ estimate ” and “ potential, ” among others. Forward - looking statements include, but are not limited to, expectations and evaluations relating to the Company ’ s business and financial targets and strategy, the integration of the Company ’ s technology in various systems and industries, the advantages of the Company ’ s existing and future products, timetables regarding completion of the Company ’ s developments and the Company ’ s intentions in relation to various industries, the Company ’ s intentions in relation to the creation of collaborations and engagements in licensing agreements, production and distribution in various countries, and other statements regarding our intent, belief or current expectations. Forward - looking statements are based on our management ’ s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward - looking statements due to various factors, including, but not limited to: our expectations regarding general market conditions, including as a result of global economic trends; changes in consumer tastes and preferences; fluctuations in inflation, interest rates and exchange rates in the global economic environment; the availability of qualified personnel and the ability to retain such personnel and the ability to retain such personnel; changes in commodity costs, labor, distribution and other operating costs; our ability to implement our growth strategy; changes in government regulation and tax matters; political, demographic and business conditions in Israel; the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors; factors relating to acquisitions made by the Company, including our ability to effectively and efficiently integrate acquired businesses into our existing business; and other risk factors discussed under “ Risk Factors ” in our annual report on Form 20 - F filed with the SEC on March 9 , 2026 (our “ Annual Report"). The preceding list is not intended to be an exhaustive list of all of our forward - looking statements. The forward - looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only estimates based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward - looking statements. In particular, you should consider the risks provided under “ Risk Factors ” in our Annual Report. • You should not rely upon forward - looking statements as predictions of future events. Although we believe that the expectations reflected in the forward - looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward - looking statements will be achieved or will occur. Each forward - looking statement speaks only as of the date of the particular statement. Except as required by law, we undertake no obligation to update publicly any forward - looking statements provided in this presentation for any reason, to conform these statements to actual results or to changes in our expectations. • In addition, the presentation includes data published by various bodies, and data provided to the Company in the framework of cooperation engagements, concerning the industry, competitive position and markets in which the Company operates, whose content was not independently verified by the Company, such that the Company is not responsible for the accuracy or completeness of such date or whether the data is up - to - date, and Company takes no responsibility for any reliance on such data. • Management estimates contained in this presentation are derived from publicly available information released by independent industry analysts and other third - party sources, as well as data from the Company's internal research, and are based on assumptions made by the Company upon review of such data, and the Company's experience in, and knowledge of, the industry and markets in which the Company operates. Although the Company believes these management estimates are reasonable, projections, assumptions and estimates of the future performance of the industry in which the Company operates and the Company's future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by the Company. Industry publications, research, surveys and studies generally state that the information they provide has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward - looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward - looking statements in this presentation. • In addition to various operational metrics and financial measures in accordance with accounting principles generally accepted under International Financial Reporting Standards, or IFRS, this presentation contains Adjusted EBITDA, Free Cash Flow and Adjusted OPEX, each a non - IFRS financial measure provided to help evaluate our past results and future prospects. Please refer to the appendix for of this presentation for a definition of Adjusted EBITDA, Free Cash Flow and Adjusted OPEX as well as reconciliations of Adjusted EBITDA to net income (loss), Free Cash Flow to operating cash and Adjusted OPEX to OPEX. • Due to the inherent difficulty in forecasting and quantifying the amounts of certain items that are necessary for such reconciliation, the Company is not able, without unreasonable effort, to provide a reconciliation of forward - looking Adjusted EBITDA to IFRS net income (loss), in particular because items such as finance expenses and issuance and acquisition costs used to calculate projected net income (loss) vary dramatically based on actual events. Therefore, the Company is not able to forecast on an IFRS basis with reasonable certainty all deductions needed in order to provide an IFRS calculation of projecte d net income (loss) at this time. The amount of these deductions may be material and therefore could result in projected IFRS net income (loss) being materially less than projected Adjusted EBITDA (non - IFRS). • The Company and its licensors have proprietary rights to trademarks used in this presentation. Solely for convenience, trademarks and trade names referred to in this presentation may appear without the “ ® ” or “ TM ” symbols, but the lack of such references is not intended to indicate, in any way, that the Company will not assert, to the fullest extent possible und er applicable law, its rights or the rights of the applicable licensor to these trademarks and trade names. This presentation al so contains trademarks, trade names and service marks of other companies, which are the property of their respective owners and are used here for reference purposes only. Such use of other parties ’ trademarks, trade names or service marks should not be construed to imply a relationship with, or an endorsement or sponsorship of the Company, by any other party. Forward - looking statements, risk factors, and non - GAAP financial measures referenced in this presentation

3 Today ’ s Presenters 3 Yair Nechmad CEO & Co - Founder Sagit Manor CFO 3

4 Nayax provides payments, software, and consumer engagement solutions across a wide range of automated retail verticals Global Platform - Multiple Verticals Massage Chair Fueling Self - Service Kiosks Laundromats Car Wash & Air Vac Amusement Food & Beverages Restaurants Micro Markets EV Charging Vending Parking 4 4

5 ​ No. of Employees 1,200 + Countries with devices 120 + Payment Methods 80 + Markets with distributors 80 + Currencies 50 + Languages 35 Company Overview: Full Year 2025 Revenue $ 400.4 M 2024 : $ 314.0 M ▲ 28 % Recurring revenue $ 287.2 M 2024 : $ 222.3 M ▲ 29 % Gross Margin 48.2 % 2024 : 45.1 % ▲ 3.1 % Adj. EBITDA ( 1 ) $ 61.1 M 2024 : $ 35.5 M ▲ 72 % Total transaction value $ 6.4 B Customers 115 K Revenue churn ( 4 ) 2.8 % 2024 : $ 4.9 B ▲ 31 % 2024 : 95 K ▲ 21 % Dollar - based net retention rate ( 3 ) 120 % (1) Adjusted EBITDA is a non - IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA and for a reconciliation of Adjusted EBITDA to the most directly comparable IFRS measure. (2) Average revenue per unit is calculated using recurring revenue divided by the number of connected devices over a 12 month trailing period. Please refer to the Appendix for a definition of ARPU (3) Net retention rate based on SaaS revenue and payment processing fees. Please refer to the Appendix for the definition of NRR (4) Revenue Churn is a non - IFRS financial measure. Please refer to the Appendix for a definition of Revenue Churn. 2024 Revenue $ 314.0 M $ 315.2 M ( 1 ) 2023 : $ 235.5 M ▲ 33 % Global Presence Canada USA UK Israel Germany Australia China Japan South Africa Brazil New Zealand Netherlands Lithuania Managed & connected devices 1.46 M Annual ARPU ( 2 ) $ 239 2024 : $ 215 ▲ 11 %

6 6 Financial Performance & Outlook

7 Company Overview: Q 1 2026 Revenue $ 106.9 M Q 1 25 : $ 81.1 M ▲ 32 % Recurring revenue $ 79.3 M Q 1 25 : $ 62.2 M ▲ 27 % Gross Margin 48.9 % Q 1 25 : 49.2 % ▲ in line Adj. EBITDA ( 1 ) $ 13.9 M Q 1 25 : $ 9.7 M ▲ 43 % Total transaction value $ 1.8 B Customers 120 K Revenue Churn ( 4 ) 2.8 % Q 1 25 : $ 1.3 B ▲ 33 % Q 1 25 : 100 K ▲ 20 % Dollar - based net retention rate ( 3 ) 122 % (1) Adjusted EBITDA is a non - IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA and for a reconciliation of Adjusted EBITDA to the most directly comparable IFRS measure. (2) Average revenue per unit is calculated using recurring revenue divided by the number of connected devices over a 12 - month trailing period. Please refer to the Appendix for a definition of ARPU (3) Net retention rate based on SaaS revenue and payment processing fees. Please refer to the Appendix for the definition of NRR (4) Revenue Churn is a non - IFRS financial measure. Please refer to the Appendix for a definition of Revenue Churn. Managed & connected devices 1.5 M $ 247 Q 1 25 $ 216 ▲ 14 % Annual ARPU ( 2 ) Nayax 2026 Sales Kick - Off

8 Strong growth • Revenue increased 32 % to $ 106.9 million, driven by both new and existing customer expansion • Organic revenue ( 2 ) growth for the quarter was 26 % • Recurring revenue grew 27 % to $ 79.3 million and represented 74 % of total revenue • Number of customers increased 20 % to approximately 120 k • Total transaction value increased 33 % to $ 1.79 billion • Total number of transactions increased 16 % to 759 million • Managed and connected devices increased 13 % to 1.5 million KPIs Profitability • Gross Margin was in - line with Q 1 2025 at 49 %, driven by higher recurring margins slightly offset by lower hardware margin primarily because of product mix • Adjusted EBITDA ( 3 ) increased 43 % to $ 13.9 million, representing 13.0 % of revenue compared to 12.0 % in Q 1 2025 • Net Income increased to $ 1.3 million compared to net income of $ 1.1 million in the Q 1 2025 , excluding a $ 6.1 million one - time gain associated with Tigapo (1) All comparisons are relative to the first quarter and three - month period ended March 31 , 2025 (the “ prior year period ” ). (2) Organic Revenue is a non - IFRS financial measure that we define as total revenue adjusted to exclude the revenue attributable to acquired businesses for a period of 12 months following their acquisition. Q 1 2026 includes $ 4.5 million of revenues from recent acquisitions. Please refer to the Appendix for a definition of Organic Revenue. (3) Adjusted EBITDA is a non - IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA and for a rec onciliation of Adjusted EBITDA to the most directly comparable IFRS measure. Q 1 2026 Key Highlights ( 1 )

9 Highly Attractive Customer Base And Global Reach Low Customer Concentration Global Revenue Diversification North America 41 % Europe 22 % UK 11 % Oceania 9 % LATAM 7 % Israel 6 % Rest of the World 4 % Q 1 2026 Top 3 , 8 % Top 4 - 10 , 7 % Top 11 - 20 , 4 % Top 21 - 50 , 7 % All other customers , 75 % Q 1 2026

10 • 2025 revenue grew 28 % to $ 400.4 million • Recurring revenue represented 72 % of total revenue (1) CAGR 2025 v 2021 (2) Organic Revenue is a non - IFRS financial measure that we define as total revenue adjusted to exclude the revenue attributable to acquired businesses for a period of 12 months following their acquisition. Q 1 2026 includes $ 4.5 million of revenues from recent acquisitions. Please refer to the Appendix for a definition of Organic Revenue. CAGR ( 1 ) + 35.4 % ▲ 10 Annual Revenue ($M) Quarterly Revenue ($M) QoQ + 31.8 % ▲ • Strong Q 1 2026 growth of 32 % QoQ driven by both new and existing customer expansion, adding more than 5,500 customers this quarter • Organic revenue ( 2 ) growth for the quarter was 26 % • Recurring revenue increased by 27 % compared to Q 1 2025 and represented 74 % of our total revenue in Q 1 2026 • Payment processing fees increased 29 % • SaaS revenue increased 25 % Rapid and Sustainable Revenue Growth 71.2 104.8 151.1 222.3 287.2 48.0 68.7 84.4 91.7 113.2 119.1 173.5 235.5 314.0 400.4 2021 2022 2023 2024 2025 SAAS Revenue and Payment Processing Fees Integrated POS Sales 62.2 79.3 18.9 27.6 81.1 106.9 Q1-2025 Q1-2026 SAAS Revenue and Payment Processing Fees Integrated POS Sales

11 36.9 47.7 2.75 % 2.66 % 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% (5.0) 5.0 15.0 25.0 35.0 45.0 55.0 Q1-2025 Q1-2026 Payment Processing Fees Processing Take Rate CAGR + 47.8 % ▲ 11 Annual Processing Revenue ($M) Quarterly Processing Revenue ($M) QoQ + 29.3 % ▲ (1) Please refer to the Appendix for a definition of Take Rate • Payment processing fees increased by 30 % YoY in 2025 • Processing take rate remained stable at approximately 2.7 % • Transaction value increased to $ 6.4 billion from $ 4.9 billion • Number of transactions increased to 2.9 billion from 2.4 billion 29 % increase in processing revenue as the market continues its cash - to - cashless conversion, driven by: • 13 % increase in our installed base of managed and connected devices • 33 % increase in dollar transaction value 36.5 59.5 92.2 133.8 174.1 2.56 % 2.51 % 2.53 % 2.73 % 2.70 % 2.20% 2.30% 2.40% 2.50% 2.60% 2.70% 2.80% 2.90% 3.00% (10.0) 10.0 30.0 50.0 70.0 90.0 110.0 130.0 150.0 170.0 190.0 2021 2022 2023 2024 2025 Payment Processing Fees Processing Take Rate Processing Revenue Growth & Take Rate ( 1 ) Primarily driven by higher number of transactions across our installed - base

12 32.4 43.1 7.5 9.2 39.9 52.3 - 10.0 20.0 30.0 40.0 50.0 60.0 Q1-2025 Q1-2026 SAAS and Payment Processing Profit Integrated POS Profit CAGR + 41.5 % ▲ 12 Annual Gross Profit ($M) Quarterly Gross Profit ($M) QoQ + 31.1 % ▲ • Significant increase in gross margin to 48.2 % from 45.1 % driven by the improvement in operational efficiencies and continued streamlining of supply chain as well as the reduction in processing costs • Gross Margin was in - line with Q 1 2025 at 49 %, driven by higher processing and SaaS margins, slightly offset by lower hardware margin primarily because of product mix 40.4 54.0 72.3 113.9 153.0 7.8 6.0 16.0 27.6 40.0 48.2 60.0 88.3 141.5 193.0 40.4 % 34.6 % 37.5 % 45.1 % 48.2 % 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% - 50.0 100.0 150.0 200.0 2021 2022 2023 2024 2025 SAAS and Payment Processing Profit Integrated POS Profit Profit Margin Continued Gross Profit & Margin Expansion Gross margin improvment driven by strong operational efficiencies Profit Margin 49.2 % 48.9 % 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% 50.0% - 10.0 20.0 30.0 40.0 50.0 60.0

13 13 Annual Adjusted OPEX ( 1 ) ($M) Quarterly Adjusted OPEX ( 1 ) ($M) • Ongoing improvement in adjusted OPEX as a percentage of revenue to 33 % reflects increasing operating leverage in the business • Adjusted OPEX as a percentage of revenue improved to 36.4 % over Q 1 2025 , and included a full quarter of Lynkwell expenses (1) Adjusted OPEX is a non - IFRS financial measure. Please refer to the Appendix for a reconciliation of Adjusted OPEX to the most di rectly comparable IFRS measure. Disciplined Cost Management Reflected in Adjusted OPEX Margin Adjusted OPEX as a % of revenue declining, reflecting increasing operating leverage 52.2 73.2 80.7 107.4 133.6 44 % 42 % 34 % 34 % 33 % 20% 25% 30% 35% 40% 45% 50% - 20.0 40.0 60.0 80.0 100.0 120.0 140.0 160.0 2021 2022 2023 2024 2025 Total Adj OPEX Adj OPEX % of Revenue 30.5 38.9 37.6 % 36.4 % 0% 5% 10% 15% 20% 25% 30% 35% 40% - 5.0 10.0 15.0 20.0 25.0 30.0 35.0 40.0 45.0 Q1-2025 Q1-2026 Total Adj OPEX Adj OPEX % of Revenue

14 YoY ( 2 ) + 72.1 % ▲ 14 Annual Adj EBITDA ( 1 ) ($M) Quarterly Adj EBITDA ( 1 ) ($M) QoQ + 43.3 % ▲ (1) % Adjusted EBITDA out of revenue. Adjusted EBITDA is a non - IFRS financial measure. Please refer to the Appendix for a definitio n of Adjusted EBITDA and for a reconciliation of Adjusted EBITDA to the most directly comparable IFRS measure. (2) Full year 2025 v full year 2024 • Adjusted EBITDA of $ 61.1 million in 2025 increased significantly from $ 35.5 million in 2024 . An impressive growth demonstrated by solid operating leverage as a result of profitable expansion, improving gross & operating margins, while strategically investing in growth opportunities • Adjusted EBITDA increased 43 % to $ 14 million, representing 13 % of revenue compared to 12 % in Q 1 2025 , a solid improvement representing the Company ’ s continued path to profitable growth Efficiently Scaling the Business & Driving Margin Expansion Adjusted EBITDA reflecting profitable expansion and disciplined investment ( 4.0 ) ( 12.7 ) 8.2 35.5 61.1 - 3 % - 7 % 3 % 11 % 15 % -10% -5% 0% 5% 10% 15% 20% (20.0) (10.0) - 10.0 20.0 30.0 40.0 50.0 60.0 70.0 2021 2022 2023 2024 2025 Adj EBITDA Adj EBITDA Margin 9.7 13.9 12 % 13 % 11% 12% 12% 12% 12% 12% 13% 13% 13% 13% - 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 Q1-2025 Q1-2026 Adj EBITDA Adj EBITDA Margin

15 FY 2026 Metric $ 510 m - $ 520 m Revenue 22 % - 25 % Organic Revenue ( 2 ) $ 85 m - $ 90 m Adjusted EBITDA ( 3 ) 40 % (conversion from Adjusted EBITDA) Free Cash Flow ( 4 ) (1) Due to the inherent difficulty in forecasting and quantifying the amounts of certain items that are necessary for such reconc ili ation, the Company is not able, without unreasonable effort, to provide a reconciliation of forward - looking Adjusted EBITDA to IFRS net income (loss), in particular because items such as finance expenses and issuance and acquisition costs used to calculate projected net income (loss) can vary dramatically based on actual events. Therefore, the Company is not able to forecast on an IFRS basis with reasonable certaint y a ll deductions needed in order to provide an IFRS calculation of projected net income (loss) at this time. The amount of these deductions may be material and therefore could result in projected IFRS net income ( los s) being materially different than projected Adjusted EBITDA (non - IFRS). (2) Organic Revenue is a non - IFRS financial measure that we define as total revenue adjusted to exclude the revenue attributable to acquired businesses for a period of 12 months following their acquisition. Please refer to the Appendix for a definition of Organic Revenue. (3) Adjusted EBITDA is a non - IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA (4) Free Cash Flow is a non - IFRS financial measure. Please refer to the Appendix for a definition of Free Cash Flow 2026 Outlook ( 1 ) Continued growth & profitability expansion Guidance Assumptions • Revenue guidance is inclusive of organic revenue growth of 22 % to 25 % • Expected further improvement in profitability with adjusted EBITDA margin of around 17 % • Customer demand continues to be strong​ • Assumes no material changes in macroeconomic conditions

16 Mid - term Outlook ( 1 ) Revenue $ 1 bn Gross Margin 50 % Adjusted EBITDA ( 2 ) 30 % 2028 framework , includes $ 1 billion in revenue, driven by a combination of organic growth and strategic M&A, 50 % gross margin, and 30 % adjusted EBITDA margin . The increasing share of recurring revenue, the continued growth in ARPU, and the discipline around operating expenses all support the trajectory towards our long - term profile . These targets reflect the long - term fly wheel power of our business model as it scales, and the expected operating leverage which remain consistent with the framework we outlined (1) Due to the inherent difficulty in forecasting and quantifying the amounts of certain items that are necessary for such reconc ili ation, the Company is not able, without unreasonable effort, to provide a reconciliation of forward - looking Adjusted EBITDA to IFRS net income (loss), in particular because items such as finance expenses and issuance and acquisition costs used to calculate projected net income (loss) can vary dramatically based on actual events. Therefore, the Company is not able to forecast on an IFRS basis with reasonable certainty all deducti ons needed in order to provide an IFRS calculation of projected net income (loss) at this time. The amount of these deductions may be material and therefore could result in projected IFRS net income (loss) being materiall y d ifferent than projected Adjusted EBITDA (non - IFRS). (2) Adjusted EBITDA is a non - IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA

17 17 Appendix 17

18 Device Revenue VPOS Touch • All - in - one cashless card reader and telemetry device • Purchase fee per sold connected POS Onyx VPOS Media Nova Market Competitive Price to Attract Customers 1 . Hardware 2 . SaaS 3 . Processing Fee 74 % Recurring Revenue 2.66 % Payment Take Rate ( 1 ) 122 % Dollar Based Net Retention Rate ( 2 ) • SaaS management system for enhanced business optimization • Monthly subscription fee (SaaS) per connected POS • Global, localized cashless payment acceptance for maximized conversion • Full payment suite – EMV Payments, Prepaid System, Payments API APMs, Licensed financial institution • Processing fee as % of transaction value (1) Please refer to the Appendix for a definition of take rate (2) Net retention rate based on SaaS revenue and payment processing fees. Please refer to the Appendix for the definition of NRR Recurring Revenue Complete end - to - end solutions secure solid recurring revenue

19 Key Market Drivers Growth Driven by Multiple Self - Service Verticals Source: Research report regarding the unattended & connected machines market dated 2024 by one of our Third - Party Market Research Firms Cashless Transaction Value by Vertical • Large and growing installed base of unattended machines expected to grow from ~ 48 M in 2025 to ~ 60 M by 2029 , with connected machines growing 2.5 x faster , from ~ 16 M to ~ 27 M over the same period • This accelerated connected device growth is driven by the conversion of existing cash - only machines to cashless - enabled devices , as operators upgrade their fleets to meet rising consumer demand for digital payments $ 60 bn $ 129 bn $ 257 bn 2021 2025 E 2029 E Cashless payment volume in unattended retail estimated to significantly increase globally from 2025 to 2029 2021 - 2025 E CAGR 21 % 2025 E - 2029 E CAGR 19 % Massive Cashless Opportunity TAM of 45 M+ Unattended Machines and Growing $ 257 bn Other Machines Parking Terminals Laundromats Amusement/Prize Machines Electric Vehicle Charging stations Ticketing Kiosks Vending 2029 E 8 15 20 27 32 36 118

20 Expand Internationally Enter Emerging, High - Growth Verticals Retain And Grow With Existing Customers Innovate & Develop New Solutions Win New Large Enterprise and SMB Customers Globally as well as OEM Expanding through M&A to new markets with new channels/ technology Advance Strategy for Sustained Long - Term Profitable Growth

21 Payment as a Center of Gravity Global Cashless Payments Acceptance Multiple Integrated POS Unattended POS POS & Registers Management Platform Loyalty & Marketing Solutions Embedded Financing & Banking Multiple unattended retail verticals Automated Self Service Hospitality & Retail Robust solution for numerous retail verticals Complete electric vehicle charging & payment solutions Energy & Mobility Diverse payment and automation solutions for the fueling industry Fuel

22 Global Offices 13 *POS devices Distributors 80 + Global OEM Partners 3,500 + Resellers 1,160 Online e Shops 15 Financial Partners 50 Nano 1 - 25 * SMB 26 - 3,000 * Enterprise > 3 k* As of 31 st of December 2025 Our Differentiated Go - To - Market Strategy

23 IFRS to Non - IFRS Reconciliation (1) Other compensation arrangements provided to the shareholders of VMT (2) Primarily gain recognized from remeasurement an equity accounted investee, upon obtaining control of Tigapo Quarter ended (U.S. dollars in thousands)​ Mar 31 , 2025 Mar 31 , 2026 7,156 1,280 Net income for the period 491 3,406 Finance expense, net 246 ( 553 ) Income tax expense (benefit) 5,721 7,177 Depreciation and amortization 13,614 11,310 EBITDA 1,783 2,252 Share - based payment costs 182 313 Employment benefit cost ( 1 ) ( 6,089 ) - Other (income) expenses ( 2 ) 226 - Share of loss of equity method investee 9,716 13,875 ADJUSTED EBITDA

24 Quarter ended (U.S. dollars in thousands)​ Mar 31 , 2025 Mar 31 , 2026 37,881 48,141 OPEX ( 1,715 ) ( 2,177 ) Stock Based Compensation ( 5,499 ) ( 6,754 ) Depreciation & Amortization ( 182 ) ( 313 ) Employment Benefit Cost ( 1 ) 30,485 38,897 ADJUSTED OPEX IFRS to Non - IFRS Reconciliation Quarter ended (U.S. dollars in thousands)​ Mar 31 , 2025 Mar 31 , 2026 1,289 3,578 Operating Cash ( 6,226 ) ( 7,794 ) Capitalized development costs ( 796 ) ( 1,804 ) Acquisition of property and equipment ( 5,733 ) ( 6,020 ) Free Cash Flow (1) Other compensation arrangements provided to the shareholders of VMT

25 Key Definitions Measured as a percentage of Recurring Revenue from returning customers in a given period as compared to the Recurring Revenue from such customers in the prior period, which reflects the increase in revenue and the rate of losses from customer churn. Dollar - based net retention rate Nayax presents constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. Future expected results for transactions in currencies other than United States dollars are converted into United States dollars using the exchange rates in effect in the last month of the reporting period. Nayax provides this financial information to aid investors in better understanding our performance. These constant currency financial measures presented in this release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with IFRS. Constant Currency Adjusted EBITDA is a non - IFRS financial measure that we define as profit or loss for the period plus finance expenses, tax expense, depreciation and amortization, share - based compensation costs, non - recurring issuance and acquisition related costs and our share in losses of associates accounted for by the equity method. Adjusted EBITDA Devices that are integrated with our platform services, either sold or leased by us, enabling seamless connectivity, data exchange, and service management. These devices operate within our ecosystem, ensuring optimized performance and enhanced user experience. Connected Devices Devices that are operated by our customers. Managed & Connected Devices Customers that contributed to Nayax revenue in the last 12 months. End Customers SAAS revenue and payment processing fees. Recurring Revenue The percentage of revenue lost as a result of customers leaving our platform in the last 12 months. Revenue Churn Revenue generated within a given cohort over the years presented. Each cohort represents customers from whom we received revenue for the first time, in a given year. Existing Customer Expansion Net cash provided from operating activities minus capitalized development costs and acquisition of property and equipment. Free Cash Flow Third - party devices on which we provide a software solution, enabling functionality, monitoring, and management without direct ownership or control over the hardware. Managed Devices Total OPEX excluding stock base compensation, depreciation and amortization Adjusted OPEX Payment service providers typically take a percentage of every transaction in exchange for facilitating the movement of funds from the buyer to the seller. Take rate % (payments) is calculated by dividing the Company ’ s processing revenue by the total dollar transaction value in the same quarter Take Rate A financial metric that measures the average recurring revenue generated per connected device over a 12 months trailing period. ARPU Organic Revenue is a non - IFRS financial measure that we define as total revenue adjusted to exclude the revenue attributable to acquired businesses for a period of 12 months following their acquisition. This measure helps provide insight on organic and acquisition - related growth and presents useful information about comparable revenue growth. Organic Revenue

26 Full Name Position Today

’ s Speakers Full Name Position Aaron Greenberg Chief Strategy Officer ir@nayax.com IR Contact Thank You! ir.nayax.com Website

FAQ

How did Nayax (NYAX) perform financially in Q1 2026?

Nayax generated strong growth in Q1 2026. Revenue reached $106.9 million, a 32% increase year over year. Recurring revenue was $79.3 million, 74% of total, and Adjusted EBITDA rose 43% to $13.9 million, delivering a 13% Adjusted EBITDA margin alongside net income of $1.3 million.

What were Nayax (NYAX) key operating metrics for Q1 2026?

Nayax continued scaling its platform in Q1 2026. Total transaction value was $1.79 billion, with 759 million transactions processed. Managed and connected devices reached 1.5 million, the customer base grew to about 120,000, and average revenue per unit over 12 months rose to $247.

What 2026 financial guidance did Nayax (NYAX) reaffirm?

Nayax reaffirmed a robust 2026 outlook. The company expects revenue between $510 million and $520 million, including 22–25% organic revenue growth, and Adjusted EBITDA between $85 million and $90 million, implying an Adjusted EBITDA margin of about 17% and free cash flow of roughly 40% of Adjusted EBITDA.

How profitable is Nayax (NYAX) based on Q1 2026 results?

Nayax reported improving profitability in Q1 2026. Adjusted EBITDA was $13.9 million, up 43% from the prior-year quarter, with a 13% margin. Net income totaled $1.3 million, and gross margin was 48.9%, broadly in line with the prior-year period while operating expenses grew more slowly than revenue.

What mid-term 2028 targets has Nayax (NYAX) outlined?

Nayax has set an ambitious 2028 financial framework. The company is targeting $1.0 billion in revenue by 2028, supported by organic growth and strategic M&A, along with 50% gross margin and a 30% Adjusted EBITDA margin as recurring revenues and operating efficiencies increase.

How important is recurring revenue to Nayax (NYAX) in Q1 2026?

Recurring revenue is central to Nayax’s model. In Q1 2026, SaaS and payment processing fees produced $79.3 million of recurring revenue, 27% higher than the prior year and representing 74% of total revenue, supporting more predictable cash flows and margin expansion potential.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 465.6 KB
• EX-99.2 EXHIBIT 99.2 54.5 KB