Nayax Ltd. (NASDAQ: NYAX) grows H1 2026 revenue but swings to net loss
Nayax Ltd., a dual-listed payments and SaaS company, reported unaudited results for the six months ended June 30, 2026. Revenue rose to $229.4 million from $176.7 million a year earlier, driven mainly by recurring SaaS and payment processing revenue of $166.9 million. Gross profit increased to $109.7 million, but higher selling, general and administrative expenses and R&D spending led to an operating loss of $2.5 million and a net loss of $8.8 million, versus a net profit of $18.8 million in the prior-year period.
Cash and cash equivalents were $302.8 million and total assets $929.1 million, against total liabilities of $683.7 million, including debentures of $337.1 million (fair value about $356.3 million). Operating activities generated $2.3 million of net cash in the first half. The company granted performance-based options to its CEO and CTO with an estimated fair value of about $4.93 million each, recognizing $693 thousand of related expense in the quarter.
Nayax also disclosed ongoing analysis of a cybersecurity incident. The investigation has confirmed limited specific items of exfiltrated data and, based on work to date, no unauthorized access to safeguarded customer funds. In July 2026, an amendment to its Brazil acquisition replaced remaining contingent and deferred payments with a fixed cash payment of about BRL 35 million (approximately $6.8 million), with an expected $4.5 million acceleration of future expenses in the third quarter.
Positive
- Revenue grew over 29% year over year for the six months ended June 30, 2026, rising to $229.4 million from $176.7 million, supported by recurring SaaS and payment processing revenue of $166.9 million.
- The company ended June 30, 2026 with a large cash and cash equivalents balance of $302.8 million, providing a substantial liquidity cushion against $683.7 million of total liabilities.
- Recurring revenues (SaaS and payment processing) reached $166.9 million for the first half of 2026, up from $132.9 million, reinforcing the company’s base of contracted and usage-linked income.
Negative
- Results swung from a prior-year profit to a net loss of $8.8 million for the six months ended June 30, 2026, versus net profit of $18.8 million in the comparable 2025 period.
- Selling, general and administrative expenses increased sharply to $85.3 million for the first half of 2026 from $58.8 million, pressuring operating profitability despite higher revenue.
- The company described an ongoing cybersecurity incident investigation, confirming some access and exfiltration of information, and continues to assess the nature and scope of affected data.
- An amendment to the Brazil acquisition terms replaces future contingent and deferred payments with a fixed BRL 35 million (~$6.8 million) cash payment, with an expected $4.5 million acceleration of future expenses in the third quarter.
Filing Explained
Nayax furnished unaudited interim financial statements for June 30, 2026, and incorporated them into its effective SEC and Israeli registration statements, including Forms S-8 and F-3 and its Israeli shelf prospectus.
Key Figures
Revenue H1 2026: $229,446 thousand
Revenue H1 2025: $176,699 thousand
Net profit (loss) H1 2026: $(8,837) thousand
+5 more
8 metrics
Revenue H1 2026
$229,446 thousand
Six months ended June 30, 2026 consolidated revenues
Revenue H1 2025
$176,699 thousand
Six months ended June 30, 2025 consolidated revenues
Net profit (loss) H1 2026
$(8,837) thousand
Net loss for the six months ended June 30, 2026
Net profit H1 2025
$18,808 thousand
Net profit for the six months ended June 30, 2025
Cash and cash equivalents
$302,827 thousand
Balance as of June 30, 2026 on consolidated balance sheet
Debentures carrying amount
$337,053 thousand
Non-current debentures liability as of June 30, 2026
Debentures fair value
$356.3 million
Fair value of publicly traded debentures as of June 30, 2026
Brazil earn-out settlement
BRL 35 million (approximately $6.8 million)
Fixed cash payment replacing contingent and deferred consideration
Key Terms
recurring revenue, cash flow hedges, Monte Carlo simulation, fair value hierarchy, +2 more
6 terms
recurring revenue financial
"Recurring revenue: SaaS revenue and payment processing fee totaled 166,948"
Revenue that a company expects to receive on a regular, predictable basis from ongoing sources such as subscriptions, service contracts, or repeat customer purchases. It matters to investors because it provides steadier cash flow and makes future earnings easier to forecast—like a landlord collecting monthly rent instead of one-off sales—supporting higher valuations and lower risk when those payments are reliable and customers tend to stay.
cash flow hedges financial
"Gain on cash flow hedges 4,023 2,033 5,561 3,104"
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
Monte Carlo simulation financial
"The valuation was estimated via Monte Carlo simulation, the standard method"
A Monte Carlo simulation is a computerized way to model many possible future outcomes by running thousands of randomized “what-if” scenarios, like rolling dice repeatedly to see the range of results. For investors it shows the probability of different returns, losses, or timing outcomes under varied assumptions, helping quantify uncertainty and compare risk — similar to using many practice runs to judge how often a plan succeeds or fails.
fair value hierarchy financial
"The fair value hierarchy categorizes the inputs used in valuation techniques"
contingent consideration financial
"replace all remaining contingent and deferred payment obligations, through a single fixed cash payment"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
tokenized values technical
"transactions were conducted using digital wallets where payment credentials are represented by tokenized values"
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FAQ
How did Nayax (NYAX) perform financially for the six months ended June 30, 2026?
Nayax reported revenue of $229.4 million for the six months ended June 30, 2026, up from $176.7 million a year earlier, but recorded a net loss of $8.8 million compared with a net profit of $18.8 million in the prior-year period.
What were Nayax (NYAX) revenues by segment in the latest interim period?
For the six months ended June 30, 2026, Nayax generated $62.5 million from integrated POS device sales and $166.9 million in recurring revenues, including $65.3 million in SaaS revenue and $101.6 million in payment processing fees.
What is Nayax’s (NYAX) liquidity and debt position as of June 30, 2026?
As of June 30, 2026, Nayax held $302.8 million in cash and cash equivalents and total assets of $929.1 million, against total liabilities of $683.7 million, including debentures with a carrying amount of $337.1 million and fair value of about $356.3 million.
What did Nayax (NYAX) disclose about its recent cybersecurity incident?
Nayax reported an ongoing cybersecurity incident investigation, stating that certain information was accessed and exfiltrated, including limited confirmed items such as one scanned driving license and some payment records, while noting no identified unauthorized access to safeguarded customer funds based on the review to date.
How did Nayax (NYAX) change the terms of its Brazil acquisition payments?
On July 1, 2026, Nayax’s Brazilian subsidiary agreed to replace all remaining contingent and deferred payments for the VM Tecnologia acquisition with a single cash payment of about BRL 35 million (approximately $6.8 million), expecting to recognize about $4.5 million as accelerated future expenses in the third quarter.
What new equity-based awards did Nayax (NYAX) grant to its CEO and CTO?
Nayax granted each of the CEO and CTO 810,086 performance-based options on May 19, 2026, with vesting tied to time and share price thresholds between $120 and $240, and estimated the total benefit at about $4.93 million for each grant.
What were Nayax’s (NYAX) basic and diluted earnings per share for the period?
For the six months ended June 30, 2026, basic and diluted earnings per share were both a loss of $0.236, compared with basic EPS of $0.511 and diluted EPS of $0.498 in the same period of 2025, reflecting the shift from profit to loss.
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
(Translation of registrant’s name into English)
(Address of principal executive offices)
_____________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
On August 10, 2026, Nayax Ltd. (the “Company”) issued unaudited condensed interim consolidated financial statements as of June 30, 2026, and for the six- and three-month periods then ended, which are hereby incorporated by reference into all effective registration statements filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) or with the Israel Securities Authority (the “ISA”), including without limitation the Company’s Registration Statements on Form S-8 filed with the SEC (File Nos. 333-296388 and 333-267542), the Company’s Registration Statement on Form F-3 filed with the SEC (File Nos. 333-274812) and the Company’s Shelf Prospectus filed with the ISA.
EXHIBIT INDEX
The following exhibits are filed and incorporated by reference as part of this Form 6-K:
| Exhibit |
Description
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| 99.1 |
Unaudited condensed interim consolidated financial statements as of June 30, 2026
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| 101 |
The following financial information from Nayax Ltd.’s Report on Form 6-K, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Unaudited interim condensed consolidated balance sheets as of June 30, 2026 (ii) Unaudited interim condensed consolidated statements of profit or loss for the six months and three months ended on June 30, 2026; (iii) Unaudited interim condensed consolidated statements of comprehensive income (loss) for the six months and three months ended on June 30, 2026; (iv) Unaudited condensed consolidated statements of changes in equity for the six months and three months ended on June 30, 2026; (v) Unaudited condensed consolidated statements of cash flows for the six months and three months ended on June 30, 2026, and (vi) Notes to the unaudited consolidated financial statements. |
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.
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NAYAX LTD.
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By:
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/s/ Gal Omer
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Name: Gal Omer
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Title: Chief Legal Officer
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Date: August 10, 2026
3
Exhibit 99.1
NAYAX LTD
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As of June 30, 2026
(Unaudited)
TABLE OF CONTENTS
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Page
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Consolidated financial statements – in thousands of US Dollars:
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Consolidated balance sheets
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F-3 - F-4
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Consolidated statements of profit or loss
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F-5
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Consolidated statements of comprehensive income (loss)
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F-6
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Consolidated statements of changes in equity
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F-7 - F-8
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Consolidated statements of cash flows
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F-9 - F-10
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Notes to the consolidated financial statements
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F-11 - F-17
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NAYAX LTD
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
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June 30
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December 31
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2026
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2025
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ASSETS
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CURRENT ASSETS:
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Cash and cash equivalents
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Restricted cash transferable to customers for processing activity
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Short-term bank deposits
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Receivables in respect of processing activity
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Trade receivable, net
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Inventory
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Other current assets
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Total current assets
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NON-CURRENT ASSETS:
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Long-term bank deposits
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Right-of-use assets, net
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Property and equipment, net
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Goodwill and intangible assets, net
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Deferred income tax assets
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TOTAL ASSETS
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The accompanying notes are an integral part of these financial statements.
F-3
NAYAX LTD
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
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June 30
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December 31
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2026
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2025
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LIABILITIES AND EQUITY
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CURRENT LIABILITIES:
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Current maturities of long-term bank loans
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Current maturities of leases liabilities
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Trade payables
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Other payables
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NON-CURRENT LIABILITIES:
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Deferred income taxes
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TOTAL LIABILITIES
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EQUITY:
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TOTAL EQUITY
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TOTAL LIABILITIES AND EQUITY
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The accompanying notes are an integral part of these financial statements.
F-4
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS (UNAUDITED)
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Six months ended
June 30 |
Three months ended
June 30 |
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(Excluding Profit per share data)
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Revenues
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Earnings (Loss) per share attributed to shareholders of the Company:
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Basic earnings (loss) per share
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The accompanying notes are an integral part of these financial statements.
F-5
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
|
Six months ended
June 30 |
Three months ended
June 30 |
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2026
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2025
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2026
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2025
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Profit (loss) for the period
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Other comprehensive income (loss) for the period:
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Items that may be reclassified to profit or loss:
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Gain (loss) from translation of financial statements of foreign operations
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Gain on cash flow hedges
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Total other comprehensive income (loss) for the period
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Total comprehensive income for the period
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The accompanying notes are an integral part of these financial statements.
F-6
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
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Share
capital |
Additional paid in capital
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Remeasurement of post-employment benefit obligations
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Other capital reserves
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Foreign currency translation reserve
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Accumulated
deficit |
Total
equity |
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Balance as of January 1, 2025 (audited)
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Changes in the six months ended June 30, 2025:
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Profit for the period
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Issuance of warrants, net
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Issuance of options due acquisition
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Other comprehensive income for the period
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Employee options exercised and vesting of RSUs
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Share-based payment
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Balance as of June 30, 2025 (unaudited)
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Balance as of January 1, 2026 (audited)
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Changes in the six months ended June 30, 2026:
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Employee options exercised and vesting of RSUs
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Share-based payment
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Balance as of June 30, 2026 (unaudited)
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(*) Presents an amount less than $1 thousand.
The accompanying notes are an integral part of these financial statements.
F-7
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
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Share
capital |
Additional paid in capital
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Remeasurement of post-employment benefit obligations
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Other capital reserves
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Foreign currency translation reserve
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Accumulated
deficit |
Total
equity |
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U.S. dollars in thousands
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Balance as of March 31, 2025 (unaudited)
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Changes in the three months ended June 30, 2025:
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Issuance of options due acquisition
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Employee options exercised and vesting of RSUs
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Balance as of June 30, 2026 (unaudited)
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(*) Presents an amount less than $1 thousand.
The accompanying notes are an integral part of these financial statements.
F-8
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
Six months ended
June 30 |
Three months ended
June 30 |
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2026
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2025
|
2026
|
2025
|
|||||||||||||
|
U.S. dollars in thousands
|
||||||||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||||||
|
Net profit (loss) for the period
|
(
|
)
|
|
(
|
)
|
|
||||||||||
|
Adjustments required to reflect the cash flow from operating activities (see Appendix A)
|
|
(
|
)
|
|
|
|||||||||||
|
Net cash provided by (used in) operating activities
|
|
|
(
|
)
|
|
|||||||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||||||
|
Capitalized development costs
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Acquisition of property and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Loans granted to related companies and others
|
|
(
|
)
|
|
(
|
)
|
||||||||||
|
Decrease (Increase) in bank deposits
|
|
|
|
(
|
)
|
|||||||||||
|
Interest received
|
|
|
|
|
||||||||||||
|
Investments in financial assets and other asset
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Proceeds from sub-lessee
|
|
|
|
|
||||||||||||
|
Payments for acquisitions of subsidiaries, net of cash acquired
|
|
(
|
)
|
|
(
|
)
|
||||||||||
|
Payment of deferred consideration and contingent consideration of subsidiary acquisition
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||||||
|
Proceeds from issue of debentures and warrants, net
|
|
|
|
|
||||||||||||
|
Interest paid
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Changes in short-term bank credit and short term loan
|
|
(
|
)
|
|
(
|
)
|
||||||||||
|
Repayment of long-term bank loans
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Repayment of other long-term liabilities
|
|
(
|
)
|
|
|
|||||||||||
|
Employee options exercised
|
|
|
|
|
||||||||||||
|
Principal lease payments
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Net cash provided by (used in) financing activities
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||
|
Increase (Decrease) in cash and cash equivalents
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||
|
Balance of cash and cash equivalents at beginning of period
|
|
|
|
|
||||||||||||
|
Gains (losses) from exchange differences on cash and cash equivalents
|
|
|
|
|
||||||||||||
|
Gains (losses) from translation of cash and cash equivalents of foreign operation
|
|
|
(
|
)
|
(
|
)
|
||||||||||
|
Balance of cash and cash equivalents at end of period
|
|
|
|
|
||||||||||||
The accompanying notes are an integral part of these financial statements.
F-9
NAYAX LTD
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
Six months ended
June 30 |
Three months ended
June 30 |
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
U.S. dollars in thousands
|
||||||||||||||||
|
Appendix A – adjustments to reconcile net loss to net cash provided by operations:
|
||||||||||||||||
|
Adjustments in respect of:
|
||||||||||||||||
|
Depreciation and amortization
|
|
|
|
|
||||||||||||
|
Post-employment benefit obligations, net
|
|
|
|
|
||||||||||||
|
Deferred taxes
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Finance expenses, net
|
|
|
|
|
||||||||||||
|
Income from gaining control in subsidiary
|
|
(
|
)
|
|
(
|
)
|
||||||||||
|
Share of loss of equity method investee
|
|
|
|
|
||||||||||||
|
Long-term deferred income
|
(
|
)
|
|
(
|
)
|
|
||||||||||
|
Expenses in respect of share-based compensation
|
|
|
|
|
||||||||||||
|
Total adjustments
|
|
|
|
|
||||||||||||
|
Changes in operating asset and liability items:
|
||||||||||||||||
|
Increase in restricted cash transferable to customers for processing activity
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Decrease (Increase) in receivables from processing activity
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Increase in trade receivables
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Increase in other current assets
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Increase in inventory
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Increase in payables in respect of processing activity
|
|
|
|
|
||||||||||||
|
Increase (Decrease) in trade payables
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Increase (Decrease) in other payables
|
(
|
)
|
|
|
|
|||||||||||
|
Total changes in operating asset and liability items
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Total adjustments required to reflect the cash flow from operating activities
|
|
(
|
)
|
|
|
|||||||||||
|
Appendix B – Information regarding investing and financing activities not involving cash flows:
|
||||||||||||||||
|
Purchase of property and equipment on credit
|
|
|
|
|
||||||||||||
|
Recognition of right-of-use assets through lease liabilities
|
|
|
|
|
||||||||||||
|
Share based payments costs attributed to development activities, capitalized as intangible assets
|
|
|
|
|
||||||||||||
The accompanying notes are an integral part of these financial statements.
F-10
NAYAX LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - GENERAL
| a. |
Nayax Ltd. (hereafter – the “Company”) was incorporated in January 2005. The Company provides processing and software as a service (SaaS) business operations solutions via a global platform. The Company is marketing its POS devices and SaaS solutions it develops in more than 120 countries worldwide through subsidiaries (the Company and the subsidiaries, hereafter – the “Group”) and through local distributors.
|
The Company is a public entity and its shares are being traded on the Tel Aviv Stock Exchange (TASE) since May 2021. On September 21, 2022, Company's Ordinary Shares were listed on the Nasdaq Global Select Market under the symbol NYAX. As of that date, the Company is dual listed on Nasdaq and the TASE.
| b. |
These condensed consolidated interim financial statements were approved by the Board of Directors on August 6, 2026, and should be read in conjunction with the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2026.
|
NOTE 2 - BASIS OF PREPARATION OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
| a. |
The unaudited condensed consolidated interim consolidated financial statements of the Company as of June 30, 2026, and for the six-months and three-months interim periods ended on that date (hereinafter: "the Condensed Interim Financial Information") have been prepared in accordance with International Accounting Standard IAS 34, “Interim Financial Reporting”. These Condensed Consolidated Interim Financial Statements, that are unaudited, do not include all the information and disclosures that would otherwise be required in a complete set of annual financial statements and should be read in conjunction with the annual financial statements as of December 31, 2025, and their accompanying notes, which have been prepared in accordance with IFRSR Accounting Standards as published by the International Accounting Standards Board (“IASB”). The results of the Group and in the six -months and three-months periods ended June 30, 2026, do not necessarily provide indication of the results that can be expected in the year ended December 31, 2026.
|
| b. |
Estimates and judgments
|
The preparation of the Condensed Interim Financial Information requires management to exercise judgment and use significant accounting estimates and assumptions. These affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ materially from these estimates. In preparing these Condensed Interim Financial Information, the significant accounting judgments and the uncertainties associated with key sources of estimates are consistent with those in the consolidated annual financial statements for the year ended December 31, 2025.
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
Significant accounting policies and calculation methods that have been applied in the preparation of the Condensed Interim Financial Information are consistent with those used in the preparation of the Group's 2025 annual Consolidated Financial Statements.
| F-11 |
NAYAX LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - REVENUES
|
Six months ended June 30
|
Three months ended June 30
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
(Unaudited)
|
||||||||||||||||
|
U.S. dollars in thousands
|
||||||||||||||||
|
Revenues from the sale of integrated POS devices
|
|
|
|
|
||||||||||||
|
Recurring revenue:
|
||||||||||||||||
|
SaaS revenue
|
|
|
|
|
||||||||||||
|
Payment processing fee
|
|
|
|
|
||||||||||||
|
|
|
|
|
|||||||||||||
|
Total
|
|
|
|
|
||||||||||||
NOTE 5 - COST OF REVENUES
|
Six months ended June 30
|
Three months ended June 30
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
(Unaudited)
|
||||||||||||||||
|
U.S. dollars in thousands
|
||||||||||||||||
|
Cost of integrated POS devices sales
|
|
|
|
|
||||||||||||
|
Cost of recurring revenue:
|
||||||||||||||||
|
Cost of services
|
|
|
|
|
||||||||||||
|
Cost of processing
|
|
|
|
|
||||||||||||
|
|
|
|
|
|||||||||||||
|
Total
|
|
|
|
|
||||||||||||
| F-12 |
NAYAX LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - FINANCIAL INSTRUMENTS
| a. |
Fair Value Measurement:
|
The Company measures certain financial instruments and non-financial assets at fair value on a recurring or non-recurring basis in accordance with IFRS 13. The fair value hierarchy categorizes the inputs used in valuation techniques into three levels, as defined below:
| • |
Level 1: Quoted prices in active markets for identical assets or liabilities.
|
| • |
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
|
| • |
Level 3: Inputs for the asset or liability that are not based on observable market data.
|
The following table shows the fair value hierarchy of financial instruments measured at fair value as of June 30, 2026:
|
Assets
|
Level 2
|
Level 3
|
Total
|
|||||||||
|
January 1, 2026
|
|
|
|
|||||||||
|
Changes in fair value
|
|
|
|
|||||||||
|
June 30, 2026
|
|
|
|
|||||||||
|
Liabilities
|
Level 2
|
Level 3
|
Total
|
|||||||||
|
January 1, 2026
|
|
(
|
)
|
(
|
)
|
|||||||
|
Changes in fair value
|
|
(
|
)
|
(
|
)
|
|||||||
|
Settlements
|
|
|
|
|||||||||
|
June 30, 2026
|
|
(
|
)
|
(
|
)
|
|||||||
| • |
As of June 30, 2026, the balance of Level 2 assets includes amounts related to hedging.
|
| • |
As of June 30, 2026, the balance of Level 3 liabilities includes contingent consideration liability related to VM and RPI earnout.
|
For each level, the following key assumptions were applied:
| • |
Level 2: The fair value of Level 2 instruments is derived using observable inputs, including interest rates, yield curves, credit spreads, and foreign exchange rates. Valuation techniques such as discounted cash flow models, Black and Scholes and comparable market transactions are utilized, with inputs obtained from reputable market data sources.
|
| • |
Level 3: Instruments classified under Level 3 are valued using models that incorporate significant unobservable inputs. These may include company's assumptions regarding future cash flows, discount rates, market liquidity, and counterparty credit risk. The valuation process involves management judgment, and sensitivity analyses are conducted to assess the impact of changes in key assumptions.
|
|
| F-13 |
NAYAX LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - FINANCIAL INSTRUMENTS (continued)
| b. |
Fair value of financial assets and financial liabilities
|
The carrying amounts of the Company's financial assets and financial liabilities, other than the Company's publicly traded debentures, reasonably approximate their fair value.
The fair value of the Company's publicly traded debentures was approximately $356.3 million as of June 30,2026, based on quoted market prices in an active market.
NOTE 7 - PROFIT (LOSS) PER SHARE
| a. |
Basic
|
Profit (Loss) per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue (in thousands excluding loss per share data):
|
Six months ended on
June 30
|
Three months ended
June 30
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
Profit (Loss) for the period attributed to holders of ordinary shares (US Dollars in thousands)
|
(
|
)
|
|
(
|
)
|
|
||||||||||
|
Weighted average of number of ordinary shares in issue (in thousands)
|
|
|
|
|
||||||||||||
|
Basic profit (Loss) per ordinary share (in dollars)
|
(
|
)
|
|
(
|
)
|
|
||||||||||
| F-14 |
NAYAX LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - PROFIT (LOSS) PER SHARE (continued)
| b. |
Diluted
|
Diluted earnings per share are calculated by adjusting the weighted average number of outstanding shares while including potential ordinary shares with dilutive effect:
|
Six months ended on
June 30
|
Three months ended
June 30
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
Profit (Loss) for the period attributed to holders of ordinary shares (US Dollars in thousands)
|
(
|
)
|
|
(
|
)
|
|
||||||||||
|
Weighted average number of ordinary shares issued and used for the calculation of basic earnings per share (US Dollars in thoudands)
|
|
|
|
|
||||||||||||
|
Adjustment for weighted average number of additional shares from exercise of options and RSUs (in thousands)
|
|
|
|
|
||||||||||||
|
Weighted average number of shares for calculation of diluted earnings per share (in thousands)
|
|
|
|
|
||||||||||||
|
Diluted profit (Loss) per ordinary share (in dollars)
|
(
|
)
|
|
(
|
)
|
|
||||||||||
NOTE 8 - EVENTS DURING THE REPORTING PERIOD
| 1. |
Share-based payment
|
| 1. |
On May 10, 2026, the Company granted
|
| 2. |
On May 27, 2026, the Company granted
|
| 3. |
On June 11, 2026, the Company granted equity awards to employees of the Company and its subsidiaries,
|
| F-15 |
NAYAX LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - EVENTS DURING THE REPORTING PERIOD (continued)
| 1. |
Share-based payment (continued)
|
| 4. |
CEO and CTO Service Agreement
|
|
a. |
Under the Revised Service Agreements, both Mr. Nechmad (CEO, through Yair Nechmad Ltd.) and Mr. Ben Avi (CTO, through David Ben Avi Ltd.) will each provide management services to the Company on identical terms, in exchange for: (a) a grant of
|
|
| b. |
The Options (for both the CEO and CTO) vest based on two cumulative conditions:
|
|
| c. |
The valuation was estimated via Monte Carlo simulation, the standard method when no deterministic approach exists. The fair value of the options was estimated based on the following assumptions: a share price of $
|
|
| d. |
As a result of these grants, an expense of $
|
|
Allotment date
|
Share price
|
Exercise price
|
Expected option life
|
Risk-free interest rate
|
Average standard deviation (**)
|
Grant date fair value
|
||||||||||||||||||
|
May 10, 2026 - RSU
|
$
|
|
|
|
|
|
$
|
|
||||||||||||||||
|
May 19, 2026 - ESOP
|
$
|
|
$
|
|
|
|
|
$
|
|
(***) | ||||||||||||||
|
May 27, 2026 – RSU/PSU
|
$
|
|
|
|
|
|
$
|
|
||||||||||||||||
|
June 11, 2026 - RSU/PSU
|
$
|
|
|
|
|
|
$
|
|
||||||||||||||||
|
June 11, 2026 – ESOP
|
$
|
|
$
|
|
|
|
|
$
|
|
|||||||||||||||
|
June 11, 2026 – ESOP
|
$
|
|
$
|
|
|
|
|
$
|
|
|||||||||||||||
(**) The Average standard deviation was determined based on historical volatility of the company.
(***) The grant-date fair value has been calculated incorporating the probability of achieving the relevant tranche
In respect of employees and officers in Israel, all plans described above are supposed to be managed under the rules of the capital option, as set out in Section 102 of the Income Tax Ordinance. The allotments to Israelis who are not employees are subject to Section 3(i) to the Income Tax Ordinance.
Overseas employees and service providers are subject to tax laws in their respective countries.
| F-16 |
NAYAX LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - EVENTS DURING THE REPORTING PERIOD (continued)
| 2. |
Information Security Incident
|
As previously disclosed, the Company’s investigation into the cybersecurity incident remains ongoing. While the investigation has identified that certain information was accessed and exfiltrated, the Company has not been able to determine with sufficient certainty the precise scope, volume or complete contents of the information involved.
The information potentially affected may include copies of scanned documents, business-related information and payment transaction records. To date, the Company has been able to confirm with certainty that the material exfiltrated included one scanned driving license, 24 payment transaction records that did not contain directly identifying personal information, and 25 payment-card records showing only the card scheme identifier and the final digits of the card number. No CVV values, full cardholder names or identification numbers were visible in the material reviewed. These findings should not be interpreted as establishing the full scope or contents of the information accessed or exfiltrated.
Based on the Company’s systems and data-retention practices, payment transaction records generally do not contain sensitive payment authentication data, such as CVV values, identification information or other authentication credentials. In addition, a significant proportion of the relevant transactions were conducted using digital wallets, including Apple Pay and Google Pay, where payment credentials are represented by tokenized values rather than the underlying card credentials.
Based on the investigation completed to date, the Company has found no evidence that customer safeguarded funds were accessed or affected, and no unauthorized access to the accounts holding such funds has been identified.
The Company's system review and technical remediation activities have been completed, and the Company's systems have been cleared and based on its investigation to date, confirmed to be free of unauthorized access. The Company's production environment and core systems have not been impacted.
The Company continues to assess the nature and scope of the affected information and will provide further updates if and when material additional information becomes available
NOTE 9 - SUBSEQUENT EVENTS
Amendment to deferred consideration and contingent Liability - Nayax Brazil Acquisition
On July 1, 2026, the Company's Brazilian subsidiary, together with Nayax Ltd. as guarantor, entered into agreement with the sellers of its Brazilian operating entity (acquired in 2024 - VM TECNOLOGIA LTDA).
Under the amendment, the parties agreed to replace all remaining contingent and deferred payment obligations, through a single fixed cash payment of approximately BRL 35 million (approximately $6.8 million). As a result, no further amounts or Nayax Ltd. shares will be issued due to the sellers in respect of these obligations.
During the third quarter of 2026, the Company expects to recognize approximately $4.5 million as acceleration of future expenses in profit and loss.
F-17