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

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.

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

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.

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.

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
[email protected]

Investor Relations Contact:

Aaron Greenberg
Chief Strategy Officer
[email protected]

Forward-Looking Statements

This press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. Forward-looking statements include, but are not limited to, statements regarding our intent, belief or current expectations, such as statements in this press release regarding our financial outlook, future business prospects and the impact of recent acquisitions or partnerships published by the Company. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to: our expectations regarding general market conditions, including as a result of global economic trends; changes in consumer tastes and preferences; fluctuations in inflation, interest rate and exchange rates in the global economic environment; the availability of qualified personnel and the ability to retain such personnel; changes in commodity costs, labor, distribution and other operating costs; our ability to implement our growth strategy; changes in government regulation and tax matters; other factors that may affect our financial condition, liquidity and results of operations; general economic, political, demographic and business conditions in Israel; the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors; and other risk factors discussed under “Risk Factors” in our annual report on Form 20-F filed with the SEC on March 9, 2026 (our “Annual Report”). The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only estimates based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under “Risk Factors” in our Annual Report. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Each forward-looking statement speaks only as of the date of the particular statement. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, to conform these statements to actual results or to changes in our expectations.

Use of Non-IFRS Financial Information

In addition to various operational metrics and financial measures in accordance with accounting principles generally accepted under International Financial Reporting Standards, or IFRS, this press release contains financial metrics presented on a constant currency basis as well as Adjusted EBITDA and Free Cash Flow, each of which are non-IFRS financial measures, as a measure to evaluate our past results and future prospects.

Constant Currency

Nayas 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. Nayas 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.

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.

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

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

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 |

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 |

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.

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 |

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 |

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

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

Exhibit 99.2

Nayax

First Quarter 2026 Results

May 12, 2026

Important Disclosure

Forward-looking statements, risk factors, and non-GAAP financial measures referenced in this presentation

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 27.4 of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Israeli Securities Law, 5720-1968). 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 data 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 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 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 under applicable law, its rights or the rights of the applicable licensor to these trademarks and trade names. This presentation also 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.

Nayax

Today's Presenters

Yair Nechmad
CEO & Co-Founder

Sagit Manor
CFO

Nayax

Global Platform - Multiple Verticals

Nayax provides payments, software, and consumer engagement solutions across a wide range of automated retail verticals

Vending

Fueling

Self-Service Kiosks

Car Wash & Air Vac

Restaurants

Massage Chair

Parking

EV Charging

Micro Markets

Laundromats

Amusement

Food & Beverages

Nayax 4

Company Overview: Full Year 2025

Revenue	Recurring revenue
2024: $314.0M ▲ 28%	2024: $222.3M ▲ 29%
$400.4M	$287.2M
Gross Margin	Adj. EBITDA (1)
2024: 45.1% ▲ 3.1%	2024: $35.5M ▲ 72%
48.2%	$61.1M
Total transaction value	Customers
2024: $4.9B ▲ 31%	2024: 95K ▲ 21%
$6.4B	115K
Managed & connected devices	Dollar-based net retention rate (2)
1.46M $239	120% 2.8%
Annual ARPU (2)	Revenue churn (4)
2024: $215 ▲ 11%

(1) Adjusted EBITDA is a non-IHS 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 IHS measure.
(2) Average revenue per unit is calculated using recurring revenue divided by the number of connected devices over a 12 month moving period. Please refer to the Appendix for a definition of ARPU.
(3) Net retention rate based on local revenue and payment processing fees. Please refer to the Appendix for the definition of NPA.
(4) Revenue Churn is a non-IHS financial measure. Please refer to the Appendix for a definition of Revenue Churn.

Global Presence

1,200+	120+	80+	80+	50+	35
No. of Employees	Countries with devices	Payment Methods	Markets with distributors	Currencies	Languages

Nayax 5

Financial Performance & Outlook

Nayax 6

Company Overview: Q1 2026

Revenue

Q1 25: $81.1M ▲32%
$106.9M

Recurring revenue

Q1 25: $62.2M ▲27%
$79.3M

Gross Margin

Q1 25: 49.2% ▲ in line
48.9%

Adj. EBITDA (1)

Q1 25: $9.7M ▲43%
$13.9M

Total transaction value

Q1 25: $1.3B ▲33%
$1.8B

Customers

Q1 25: 100K ▲20%
120K

Managed & connected devices

1.5M
$247
Annual ARPU (2)
Q1 25 $216 ▲14%

Dollar-based net retention rate (3)

122%
2.8%
Revenue Churn (4)

(1) Adjusted EBITDA is a non-IMS 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 IMS measure.
(2) Average revenue per unit is calculated using occurring revenue divided by the number of connected devices over a 12 month ending period. Please refer to the Appendix for a definition of ARPU.
(3) Net retention rate based on local revenue and payment processing fees. Please refer to the Appendix for the definition of NPR.
(4) Revenue Churn is a non-IMS financial measure. Please refer to the Appendix for a definition of Revenue Churn.

Nayax 2026 Sales Kick-Off
20 Years. Trillions of Thank Yous

Q1 2026 Key Highlights(1)

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

KPIs

Number of customers increased 20% to approximately 120k
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

Profitability

Gross Margin was in-line with Q1 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 Q1 2025
Net Income increased to $1.3 million compared to net income of $1.1 million in the Q1 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. Q1 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 reconciliation of Adjusted EBITDA to the most directly comparable IFRS measure.

Nayax 8

Highly Attractive Customer Base And Global Reach

Low Customer Concentration

Global Revenue Diversification

Nayax

Rapid and Sustainable Revenue Growth

Annual Revenue ($M)

Quarterly Revenue ($M)

QoQ +31.8% ▲

81.1	106.9
18.9	27.6
62.2	79.3
Q1-2025	Q1-2026

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-IFRB 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. Q1 2026 includes $4.5 million of revenues from recent acquisitions. Please refer to the Appendix for a definition of Organic Revenue.

Strong Q1 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 Q1 2025 and represented 74% of our total revenue in Q1 2026
Payment processing fees increased 29%
SaaS revenue increased 25%

Nayax 10

Processing Revenue Growth & Take Rate(1)

Primarily driven by higher number of transactions across our installed-base

Annual Processing Revenue (\$M)

Quarterly Processing Revenue (\$M)

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

(1) Please refer to the Appendix for a definition of Take Rate

Nayax 11

Continued Gross Profit & Margin Expansion

Gross margin improvement driven by strong operational efficiencies

Annual Gross Profit ($M)

Quarterly Gross Profit ($M)

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 Q1 2025 at 49%, driven by higher processing and SaaS margins, slightly offset by lower hardware margin primarily because of product mix

Nayax 12

Disciplined Cost Management Reflected in Adjusted OPEX Margin

Adjusted OPEX as a % of revenue declining, reflecting increasing operating leverage

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 Q1 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 directly comparable IFRS measure.

Nayax 13

Efficiently Scaling the Business & Driving Margin Expansion

Adjusted EBITDA reflecting profitable expansion and disciplined investment

Annual Adj EBITDA⁽¹⁾ ($M)

Quarterly Adj EBITDA⁽¹⁾ ($M)

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 Q1 2025, a solid improvement representing the Company's continued path to profitable growth

⁽¹⁾ % Adjusted EBITDA out of revenue. 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⁾ Full year 2025 v full year 2024

Nayax 14

2026 Outlook (1)

Continued growth & profitability expansion

Metric	FY 2026
Revenue	$510m - $520m
Organic Revenue (2)	22%-25%
Adjusted EBITDA (3)	$85m-$90m
Free Cash Flow (4)	40% (conversion from Adjusted EBITDA)

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

(1) 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) 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).
(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

Nayax

Mid-term Outlook (1)

Revenue	$1bn
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

(2) Adjusted EBITDA is a non-IFRS financial measure. Please refer to the Appendix for a definition of Adjusted EBITDA

Nayax 16

Appendix

Nayax 17

Complete end-to-end solutions secure solid recurring revenue

Device Revenue

1. Hardware

VPOS Touch	Onyx
VPOS Media	Nova Market

All-in-one cashless card reader and telemetry device
Purchase fee per sold connected POS

Competitive Price to Attract Customers

Recurring Revenue

2. SaaS

SaaS management system for enhanced business optimization
Monthly subscription fee (SaaS) per connected POS

3. Processing Fee

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

74% Recurring Revenue

2.66% Payment Take Rate (1)

122% Dollar Based Net Retention Rate (2)

(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

Nayax 18

Massive Cashless Opportunity

TAM of 45M+ Unattended Machines and Growing

Cashless payment volume in unattended retail estimated to significantly increase globally from 2025 to 2029

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

Key Market Drivers

Large and growing installed base of unattended machines expected to grow from ~48M in 2025 to ~60M by 2029, with connected machines growing 2.5x faster, from ~16M to ~27M 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

Nayax 19

Advance Strategy for Sustained Long-Term Profitable Growth

Nayax 20

Payment as a Center of Gravity

Multiple Integrated POS
Unattended POS

POS & Registers

Management Platform

Global Cashless Payments Acceptance

Loyalty & Marketing Solutions

Embedded Financing & Banking

Automated Self Service
Multiple unattended retail verticals

Energy & Mobility
Complete electric vehicle charging & payment solutions

Hospitality & Retail
Robust solution for numerous retail verticals

Fuel
Diverse payment and automation solutions for the fueling industry

Our Differentiated Go-To-Market Strategy

As of 31st of December 2025

Nayax 22

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) expenses(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

Nayax 23

IFRS to Non-IFRS Reconciliation

	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)
	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

Nayax 24

Key Definitions

Managed & Connected Devices

Devices that are operated by our customers.

Connected Devices

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.

Managed Devices

Third-party devices on which we provide a software solution, enabling functionality, monitoring, and management without direct ownership or control over the hardware.

Adjusted OPEX

Total OPEX excluding stock base compensation, depreciation and amortization

Revenue Churn

The percentage of revenue lost as a result of customers leaving our platform in the last 12 months.

Existing Customer Expansion

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.

Take Rate

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.

Recurring Revenue

SAAS revenue and payment processing fees.

Organic Revenue

ARPU

A financial metric that measures the average recurring revenue generated per connected device over a 12 months trailing period.

Dollar-based net retention rate

Adjusted EBITDA

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.

End Customers

Customers that contributed to Nayax revenue in the last 12 months.

Free Cash Flow

Net cash provided from operating activities minus capitalized development costs and acquisition of property and equipment.

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. 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.

Nayax

Thank You!

IR Contact
Aaron Greenberg
Chief Strategy Officer
[email protected]

Website
ir.nayax.com

AI assistant

Nayax Ltd. — Earnings Release 2026

6940_rns_2026-05-12_b90203c3-bacc-4458-aae0-d5555199ab33.pdf

EXPLANATORY NOTE

EXHIBIT INDEX

Forward-Looking Statements

NAYAX LTD

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

Nayax

First Quarter 2026 Results

Important Disclosure

Today's Presenters

Global Platform - Multiple Verticals

Financial Performance & Outlook

Company Overview: Q1 2026

Revenue

Recurring revenue

Gross Margin

Adj. EBITDA (1)

Total transaction value

Customers

Managed & connected devices

Dollar-based net retention rate (3)

Q1 2026 Key Highlights(1)

Strong growth

KPIs

Profitability

Highly Attractive Customer Base And Global Reach

Rapid and Sustainable Revenue Growth

Processing Revenue Growth & Take Rate(1)

Continued Gross Profit & Margin Expansion

Disciplined Cost Management Reflected in Adjusted OPEX Margin

Efficiently Scaling the Business & Driving Margin Expansion

2026 Outlook (1)

Guidance Assumptions

Mid-term Outlook (1)

Appendix

Complete end-to-end solutions secure solid recurring revenue

Device Revenue

1. Hardware

Competitive Price to Attract Customers

Recurring Revenue

2. SaaS

3. Processing Fee

74% Recurring Revenue

2.66% Payment Take Rate (1)

122% Dollar Based Net Retention Rate (2)

Massive Cashless Opportunity

Key Market Drivers

Advance Strategy for Sustained Long-Term Profitable Growth

Payment as a Center of Gravity

Our Differentiated Go-To-Market Strategy

IFRS to Non-IFRS Reconciliation

Key Definitions

Managed & Connected Devices

Connected Devices

Managed Devices

Adjusted OPEX

Revenue Churn

Existing Customer Expansion

Take Rate

Recurring Revenue

Organic Revenue

ARPU

Dollar-based net retention rate

Adjusted EBITDA

End Customers

Free Cash Flow

Constant Currency

Thank You!

More from Nayax Ltd.

Nayax Ltd. Earnings Release 2026