A. History and Development of the Company We were incorporated in Israel in January 2005 under the name Cernkot Ltd., and changed our name to Nayax Ltd. in May 2005. Our principal executive offices are located at 3 Arik Einstein St., Building B, 1st Floor, Herzliya 4659071, Israel. Our telephone number at this address is +972 3 7694360. Investors should contact us for any inquiries through the address and telephone number of our principal executive office. Our principal website is www.nayax.com. The information contained on our website is not a part of this annual report. Our agent for service of process in the United States and North American office is Nayax LLC, located at Executive Plaza 1, 11350 McCormick Road, Suite 1004, Hunt Valley, Maryland 21031. Selected Recent Developments In December 2025, the Company purchased Lynkwell, an EV Charging platform, for $25.9 million in cash at closing for 100% of the business, with an additional earnout based on certain profitability metrics within the first 12 months post-closing. This transaction has been reflected starting on December 4, 2025 in the Company’s financial statements appearing elsewhere in this annual report on Form 20-F. 39 B. Business Overview Our Mission Nayax is a global commerce enablement, payments and loyalty platform designed to help merchants scale their business, improve their revenue potential, and enhance their operational efficiency. Our mission is to empower merchants with tools to manage growth and engage their customers, helping them boost their bottom line and turn casual consumers into loyal advocates. Our integrated and adaptable solutions free businesses to focus on what matters—delivering exceptional service and becoming leaders in their markets. Overview Nayax unifies payments, operations management, and customer engagement tools into a powerful, adaptable platform for modern commerce. Our solutions empower businesses to enhance customer experience, accept cashless payments, and manage their operations with a robust ‘Internet of Things’, or IoT, software platform, helping achieve long-term growth. Nayax serves a global network of merchants, ranging from small operators to global enterprises in industries like vending, electric vehicle (“EV”) charging, parking, amusements, ticketing machines, laundromats, car washes, arcades, and attended retail. As of December 31, 2025, 2024 and 2023, we served approximately 115,000, 95,000 and 72,000 customers, respectively, in more than 120 countries across all continents, supporting 35 languages, more than 50 currencies and more than 80 payment methods. Nayax’s platform rests upon four pillars: advanced POS devices, a robust management software suite unique per the needs of each business, integrated loyalty and marketing tools, and versatile payment services. IoT-powered POS devices support real-time telemetry, remote configurations, and a wide range of payment methods, with effortless installation in the automated self-service, electric vehicle chargers and attended retail environments. Comprehensive management tools enable remote oversight of devices, real-time inventory tracking, employee activity monitoring, and detailed reconciliation reporting, while features like route planning and smart resupply scheduling streamline multi-site logistics. Customizable loyalty programs allow businesses to reward consumers with exclusive perks like top-up bonuses, personalized product suggestions, and gift coupons, while in-depth performance metrics measure campaign effectiveness and ROI. Seamless and secure payment processing across borders, currencies, and methods unifies our platform, enabling businesses to thrive in a diverse yet highly connected global market. Since our founding in 2005, we have experienced consistent, robust growth, with revenue accelerating in recent years alongside an expanding installed base. Managed and connected devices grew from 1,044,000 in fiscal year 2023 to 1,260,000 in 2024 and 1,463,000 in 2025 achieving a compound annual growth rate, or CAGR, of 16%. Total revenue increased from $314 million in the fiscal year ended December 31, 2024 to $400 million in 2025, reflecting a CAGR of 28%. Gross profit also rose, climbing from $141.5 million in 2024 to $193 million in 2025, representing a CAGR of 36%. Loss for the period improved over the same period, shifting to a $35.5 million profit in 2025 from losses of $5.6 million in 2024 and $15.9 million in 2023. Our Industry We see significant untapped potential in cashless payment in both automated self-service commerce and attended retail payment solutions, influenced by the following trends: Digitization of Payments We believe that digital payments are redefining the global economy, replacing cash and unlocking new growth opportunities for players in the automated self-service and attended retail industries. Momentum towards a cashless economy is building as digital payment systems expand and consumer preferences evolve, affecting almost every category and reflecting a broader transformation in how transactions are conducted. We expect cashless payment solutions to continue gaining market share, driven by increased adoption of card-based, mobile, and digital payment options. We believe that the growing shift from cash to digital payments will reshape payment infrastructure by fueling demand for automated self-service commerce and cashless machines like those we offer. 40 Shifting Consumer Behavior Consumers are increasingly drawn to cashless automated self-service commerce, appreciating its faster checkouts, reduced interaction, and shorter lines. COVID-19 highlighted the hygiene benefits of minimizing contact during transactions, further boosting demand for these efficient and private solutions. We believe that cashless and unattended payment technologies are a win-win for consumers and businesses, who both benefit from their additional speed, security, and convenience. Increased Penetration of Cashless Payments Retailers have increasingly begun to embrace digital payment technologies to meet consumer expectations, deliver operational efficiencies, increase their margins, and mitigate the impacts of labor shortages, creating significant opportunities for advanced payment technology providers like Nayax to retrofit the large base of automated self-service retail machines that still lack digital payment capabilities. Rise of Smart POS Devices Retailers are increasingly adopting smart POS devices powered by integrated software to simplify their operations and process digital payments, creating additional opportunities for solution providers who integrate hardware and software into a single solution, like Nayax. Proliferation of Omni-Channel Commerce Consumers now demand a seamless omni-channel retail experience, expecting modern, personalized, and convenient transactions across both in-store and online channels, regardless of their chosen payment method. Limited Number of Scalable Solution Providers With transaction volumes in automated self-service commerce increasing steadily, we believe that only a few providers can offer the full suite of integrated commerce solutions, including reliable hardware, multifunctional software, and robust payment infrastructure required to support large-scale deployments for global retailers. Platforms offering comprehensive, scalable solutions are well positioned to succeed in this expanding market. Significant Growth in the Number of Cashless Automated Self-Service Market Machines Key verticals in the automated self-service market include food and beverage vending machines, photo booths, laundromats, amusement machines, electric vehicle charging stations, ticketing kiosks, and parking terminals. According to our third-party data, the global number of automated self-service machines in these major addressable verticals will grow at a CAGR of 5.8% from 2024 to 2029. While the total number of machines provides a long-term view of market opportunity, we believe the proportion of cashless-enabled machines is a more relevant indicator of our current addressable market. Based on our third-party data, cashless penetration of automated self-service machines worldwide is estimated to have reached approximately 32.8% in 2025. Emerging Cashless Automated Self-Service Verticals We believe that new and emerging verticals, like electric vehicle charging stations, are experiencing even more rapid growth as more charging stations are installed. Another growing vertical is micro market solutions, which combine vending machines, shelves, and self-checkout systems to create self-service stores in spaces like offices and break rooms, offering expanded product selections and boosting revenue compared to standard vending setups. Our Market Opportunity Retailers frequently rely on disconnected point solutions that are expensive, inefficient, and fail to meet their operational needs. Our end-to-end technology platform addresses this gap, offering seamless digital payment acceptance alongside tools to manage operations and engage consumers. We deliver value by driving revenue growth through stronger consumer engagement and conversion, while lowering costs with optimized inventory, workforce efficiency, and real-time operational data. Automated Self-Service Commerce We serve the automated self-service retail market, which enables consumers to complete transactions independently through self-service machines that automate sales, payments, and service interactions. We define key verticals under the umbrella of automated self-service retail to include food and beverage vending, photo booths, laundromats, amusement and prize machines, ticketing kiosks, and parking terminals. Our industry-agnostic solutions empower operators across each of these diverse verticals—from small independent businesses to large enterprises managing extensive fleets of self-service machines—to enhance operational efficiency and customer satisfaction. 41 While Nayax is among the leading providers of payment services and technology for automated self-service commerce, we believe that we currently serve a small portion of the total automated self-service points of sale worldwide and still have a large market left to penetrate. We define our TAM as the total number of automated self-service devices worldwide, which we estimate based on our third-party market research to be approximately 45 million in 2024, and which we expect to grow at a 5.8% CAGR to nearly 60 million devices by 2029. We expect to see increasing payment volumes within this segment, driven by this increase in the overall number of connected machines, increasing average transaction sizes, and greater adoption of cashless payments over time. Our annual average transaction value has risen from $2.05 in 2024 to $2.25 in 2025, as we penetrate high-spend verticals like micro markets, EV charging and attended retail. We have also seen across our machines a significant percentage still being processed in cash, which gives us confidence that we will continue to convert to more cashless payments at existing machines. We expect to continue growing both our network of managed and connected devices and transaction volume with the automated self-service segment, buoyed by these favorable market trends. Attended Retail for Omnichannel SMEs We serve the attended retail market, which includes convenience stores, quick-service restaurants, specialty retailers, hospitality businesses, and fuel stations. We offer a range of versatile and scalable POS devices for this sector, including electronic cash registers, handheld devices, mobile POS systems, and modular setups. Our industry-agnostic solutions support businesses of all sizes, from independent retailers to large multi-location enterprises. We are poised to capture the growing demand for digital solutions in attended retail, particularly among SMEs, eager to modernize and integrate their operations. Nayax enjoys two key advantages in attended retail which we believe position us to gain market share rapidly: Complete Payment Ecosystem: Nayax believes that we can leverage our leadership in automated self-service commerce to consolidate a durable position as an omnichannel solution provider in ecosystems where attended and self-service operations coexist, enabling businesses to manage diverse points of sale through one integrated system. Ecosystems like gas stations and large retail stores thrive with unified solutions that enhance efficiency, unify consumer experiences, and support data-driven decision-making. Positioning ourselves as a provider for these needs unlocks significant revenue potential while deepening customer partnerships. Expertise in SME Automation: We believe that technologies like inventory management, automated POS systems, and self-checkout kiosks, which we offer, can empower retailers to redeploy staff into customer-facing roles, reduce human error, improve quality control, and increase sales. We built our position in automated self-service retail by making cutting-edge remote management and automation tools, like machine monitoring, inventory management, resupply route planning, and loyalty programs, accessible to even the smallest operators. We are similarly poised to disrupt attended retail by applying our deep expertise adapting sophisticated automation tools for SMEs to rebalance the playing field with an accessible yet advanced, comprehensive retail management platform that drives revenue, builds loyalty, and supercharges efficiency across diverse retail verticals and applications. Energy and Fueling We offer a comprehensive suite of solutions tailored to optimize and control every aspect of energy and fueling network operations. Our integrated platform seamlessly combines cashless POS systems, payment integration, and specialized management tools to meet the specific demands of both EV charging and traditional fueling sectors. With the global shift toward electric mobility, and government policy tailwinds in card-present payment devices for EV chargers, we are advantageously positioned to serve this expanding market through our comprehensive energy solution. Our POS devices can integrate with any EV charger through proprietary and industry-standard protocols (including OCPP, the Open Charge Point Protocol that is the shared language spoken between open EV chargers and charging station management systems) and accept most major credit and debit cards, mobile wallets, and RFID-based transactions, ensuring a frictionless payment experience for drivers. We also empower operators to seamlessly monitor and control their charging infrastructure, manage energy distribution through smart load balancing, automate billing and clearing, and gain real-time insights into network performance with comprehensive management software. 42 Our solutions for fueling management are designed to enhance operational efficiency, security, and profitability for fuel station operators and fleet managers with automatic vehicle identification technology, cashless payment systems, and real-time monitoring tools to streamline refueling processes, prevent unauthorized fuel usage, and deliver comprehensive performance insights. Our scalable architecture supports diverse fueling environments, from individual fleet depots to expansive retail networks, ensuring adaptability to various operational needs. Our Platform We have developed a comprehensive, end-to-end platform designed to meet the diverse needs of retailers, from large enterprises to SMEs. Our solutions enable customers to manage every aspect of their business, from points of sale and payment processing to business operations and consumer engagement, through a unified platform which addresses the entire commerce value chain. Our platform provides out-of-the-box loyalty experiences for retailers and consumers, advanced customer and cost analytics for actionable business insights, and APIs for seamless integration with other technological solutions, ensuring flexibility and scalability. During 2025, our platform supported, processed, or facilitated: • $6.4 billion of transaction value; • approximately 2.9 billion transactions; and • approximately 1,463,000 managed and connected devices across more than 120 countries on every inhabited continent. Our platform includes the following solutions: 43 Integrated POS: Our integrated POS devices combine seamless digital payment acceptance with IoT-enabled telemetry capabilities. We design our POS hardware and software in-house to precise specifications and closely supervise the manufacturing and production process to ensure high functionality and reliability. Our devices are designed for easy installation in both new and retrofit automated self-service environments, with a seamless process that allows customers to handle orders, shipments, and installations independently, without support from a technician or Nayax employee. Nayax offers a simplified onboarding process with a short activation cycle, allowing most customers to start processing payments right after installation. Our devices feature distinct branding and custom designs that clearly communicate cashless checkout to consumers, reducing confusion. We also now offer in-store POS and payment solutions, which retailers can combine with our automated self-service devices to offer their customers a greater diversity of ways to pay without the hassle of retaining another vendor. Payments Suite: Our global cashless payments infrastructure empowers our business customers to accept the local payment methods their consumers prefer. Our integrated POS devices support more than 80 payment methods, including most major credit and debit cards, mobile wallets, prepaid cards, QR-based payments, and alternative options. We enable payments in approximately 50 currencies across approximately 120 countries, leveraging our broad network of partnerships with global acquirers to facilitate seamless transactions across borders and optimize revenue for our customers. As a Payment Service Provider, we operate under a merchant-of-record model, working directly with banks and payment card networks to navigate the complex systems, rules, and requirements of the payments industry on behalf of our customers. We aggregate transactions to deliver better processing fees, a streamlined onboarding process for our customers, and instant refunds for their end-consumers. Management Software Suite: Our management software suite serves as a central platform for retailers, delivering real-time insights to optimize their operations. Customers can oversee their network of IoT connected devices, integrate external systems via APIs, and perform key tasks, including monitoring inventory, adjusting prices, managing employees, and generating detailed business and reconciliation reports, all in one place. • Remote Monitoring and Administration: Our system offers comprehensive 24/7 remote monitoring and administration, featuring real-time error detection and alerts, remote price adjustments, software updates, inventory management, promotion oversight, employee monitoring, and energy consumption control, without requiring onsite technical support or maintenance. • Inventory Management: Our inventory management system empowers customers to oversee stock availability, control costs, and transfer inventory across various sites. With dynamic resupply routing, customers can streamline their supply chains, minimize waste, and cut operational costs. • Reporting and Analytics: Our platform collects and synthesizes data from all Nayax POS devices a business owns, delivering real-time insights into sales, cash levels, and inventory status through automated reports, supported by powerful business intelligence tools and customizable dashboards for data-driven decision-making. 44 • Product Management: We enable customers to create and manage product catalogs with customizable parameters and offer dynamic pricing tools, including multiple price lists, currencies, and special pricing options. • Employee Management: Our customers can manage roles, set permissions, and control access levels across POS devices and activities, organized by hierarchies like global offices or regions. Automated self-service retailers can also track employee visits, inventory refills, and cash collections to reduce fraud. Loyalty and Marketing Suite: Our platform integrates sophisticated marketing and loyalty features, enabling businesses to engage their end-consumers across multiple channels. Monyx, our digital wallet app, provides consumers with remote ordering capabilities and loyalty perks, including discounts, coupons, and gifts. Businesses can also design, launch, and manage multiple marketing and loyalty campaigns. Our solutions integrate in-store POS data with online marketing analytics, enabling retailers to track and optimize the efficiency of their campaigns. • Loyalty: Customers can design loyalty programs with attributes like price rules, cards, points, and wallets. Our platform simplifies campaign creation with built-in templates and provides analytic tools to track performance and strengthen brand loyalty. • Promotions: Customers can set up promotions such as punch cards, discounts, cashback, bonus credit, and happy hours, which we believe helps encourage repeat visits and strengthens consumer loyalty. • Engagement Solutions: We provide omni-channel marketing tools that bridge online and in-store consumer experiences, enabling businesses to target advertising, enhance engagement, maximize conversions, grow revenue, and attract returning consumers. • Marketing Solutions: We empower customers to execute marketing campaigns across social media, SMS, and email channels, leveraging their own data to maximize impact and improve outcomes. CoinBridge: CoinBridge offers a patented Loyalty-to-Payments™ platform that can seamlessly convert loyalty assets—such as points, rewards, miles, vouchers, gift cards, and other digital assets—into fiat currency spendable anywhere major payment cards are accepted worldwide. Consumers gain instant liquidity for their digital and stored-value assets, while brands benefit from increased engagement, higher redemption rates, and enhanced data insights without requiring changes to merchant infrastructure. • Universal Redemption Capability: Customers can convert points, rewards, miles, vouchers, gift cards, and other digital assets into real currency, spendable at any merchant worldwide that accepts major credit cards. • Seamless Integration: Brands can incorporate CoinBridge into their existing mobile applications through a straightforward Software Development Kit, requiring no changes to point-of-sale systems or merchant infrastructures. • Real-Time Transaction Processing: Instant verification and approval of transactions enable customers to redeem loyalty assets effortlessly through a simple ‘Tap & Go’ experience. • Comprehensive Data Analytics: CoinBridge provides brands with detailed transaction data and consumer behavior insights, enabling personalized marketing strategies, improved customer retention, and optimized business operations. • Enhanced Customer Engagement: Flexible redemption options and a user-friendly payment experience increase customer satisfaction and loyalty, allowing consumers to utilize rewards in ways that align with their spending habits. • Secure and Compliant Infrastructure: Operating under stringent security protocols and complying with global financial regulations, CoinBridge ensures safe and reliable transactions for both brands and consumers. 45 Benefits of our Platform Our platform connects businesses with consumers through a business to business to consumer, or B2B2C, model, helping our business customers meet their complex operational needs and providing their end-consumers with simple payment solutions. We believe that our direct interface with both businesses and their end-consumers strengthens our strategic importance as an indispensable operating and payment acceptance partner with superior stickiness. Benefits of our Platform to Businesses We leverage our expertise to innovate and address salient pain points for our business customers, simplifying complex processes and replacing outdated technologies. Key benefits of our platform for our business customers include: • Single, Integrated, End-to-End Platform: We offer a comprehensive, integrated end-to-end platform that reduces the need for customers to manage multiple vendors and systems. Customers benefit from a 360-degree, omni-channel platform that centralizes reporting and operational tracking in one location. • Global Footprint: Our global presence allows us to offer solutions that span multiple regions and geographies, saving our enterprise customers and SMEs from the hassle of engaging additional local providers. Our extensive network of original equipment manufacturer, or OEM, partners pre-installs our products in machines like vending machines, EV chargers, and arcade games, facilitating quick and efficient deployment across the globe. Our local offices span across large regions such as the United States, the United Kingdom, Germany, Australia, Canada, China, Brazil and Japan. We also have more than 80 distributors in multiple countries to provide local support in different languages for their local customers • Increased Sales: Our solutions provide diverse payment options, improved consumer experience, and dynamic pricing capabilities, helping our customers increase sales by responding nimbly to changing market conditions and making payments more convenient. We provide a top of class acceptance rate and solution availability that result in increased revenue. Our platform allows businesses to offer discounts based on hierarchy, times and inventory. • Reduced operational Costs: Our solutions optimize operating costs by enabling better overhead management and employee efficiency. Remote diagnostics and software updates eliminate third-party troubleshooting, while our customer service platform improves customer experience and reduces the cost of ownership and maintenance. We streamline operations with 24/7 monitoring of connected devices, employees, and business activities, while minimizing downtime through automated issue detection and resolution. • Enhanced Customer Engagement: Our platform helps businesses attract and retain consumers with data-driven marketing, branded loyalty programs, and mobile solutions. Retailers gain access to valuable consumer insights and advanced analytics, enabling them to build direct relationships and foster loyalty. Our omni-channel marketing engine allows businesses to tailor personalized recommendations and deals, while our loyalty programs track every transaction, helping consumers earn rewards with each purchase. Benefits of our Platform to End-Consumers Our platform is designed to simplify the purchasing process for end-consumers, offering seamless payment solutions and integrated services. Key benefits of our solutions for end-consumers include: • Diverse Payment Options: Our platform provides seamless, Europay, MasterCard, and Visa-, or EMV-, certified payment processing in approximately 120 countries and approximately 50 currencies and supports more than 80 payment methods, including most major credit and debit cards, mobile wallets, prepaid cards, and QR-based payments, allowing consumers to pay using their preferred local method. Available methods vary by country and region. • Advanced Loyalty Benefits: Our platform includes loyalty features such as discounts, gifts, and special offers, providing consumers with immediate rewards at checkout that enhance the purchasing experience and encourage repeat engagement. • Enhanced Consumer Experience: Our platform elevates the consumer experience with features such as mobile app feedback and ratings, while our integrated solutions streamline traditionally complex processes like instant refunds for a smoother shopping journey. 46 Our Competitive Strengths We believe we have a differentiated position in the market, built on the following strengths: Comprehensive Technology Platform: Nayax delivers a proprietary, end-to-end technology platform that unifies consumer-facing and back-office operations for retail customers. Combining payment processing, telemetry, management software, loyalty programs, and integrated POS devices, our platform addresses the complex demands of modern retail. Ownership of the full commerce value chain sets us apart, enables flexible deployments, superior support, and seamless integration into automated self-service environments, helping businesses transition to cashless models and expand their installed base. Entrepreneurial Culture: Since 2005, our founding team has cultivated a culture rooted in entrepreneurship, teamwork, accountability, and communication, all focused on delivering superior results for customers. Our track record includes early market leadership in verticals like cashless massage chairs, novelty wash stations, and EV charging. With a strong pipeline of new developments, we are positioned to drive innovation in automated self-service retail and expand into the attended retail market. Data-Driven Insights: Our platform processes more than six million transactions daily across more than one million connected devices, generating vast datasets from orders, receipts, and consumer interactions. We leverage this data to offer advanced analytics that help our customers optimize operations, improve efficiency, and inform product development and customer satisfaction, creating a feedback loop that strengthens our business. Extensive and Efficient Global Distribution Channels: Our robust global go-to-market infrastructure effectively targets both large enterprise and SME customers with regional offices in key markets like the United States, Canada, the United Kingdom, Germany, Japan, China, Australia, South Africa, Brazil and Israel, distributor partnerships in more than 80 markets, more than 1,113 authorized global resellers, direct relationships with more than 3,402 OEMs who embed our products, and online shops for nano-merchants (<35 devices) to facilitate seamless purchasing and onboarding. Robust Global Compliance Infrastructure: Nayax has built a strong compliance foundation in the heavily regulated global markets we serve, including a variety of essential licenses and certifications including but not limited to: Electronic Money Institution Licenses in Europe and the United Kingdom; financial asset and credit service licenses in Israel; Aggregator Registration in Mexico; MSB and PSP in Canada; FSPR in New Zealand; PCI-DSS 4.0; EMVCo (level 3); FeliCa; PTCRB; FC; CE; IC; RoHS; ACMA; SOC2; and ISO/IEC 27001. Expertise in regulatory compliance allows us to expand seamlessly into new markets and sustain our international growth trajectory. White Glove Customer Service: Our approach to customer success combines tailored streamlined onboarding, ongoing support, and user-friendly product design. We foster strong, long-lasting relationships by offering short sales cycles, a consultative sales approach, and extended support hours. Since we develop and manage most elements of our end-to-end solution in-house, we have full control over product integration, technical support, and customer service, allowing us to resolve customer concerns quickly and provide high-quality support that saves time and improves customer satisfaction. Strong, Diversified Business Model: Our business model integrates recurring SaaS and payment processing revenue with the sale of mission-critical POS devices, creating a balanced and resilient foundation. In 2025, recurring SaaS and payment processing fees contributed 71.7% of total revenue, while 28.3% came from sales of our integrated POS devices. Our integrated hardware-software platform is far stickier than standalone offerings, with high switching costs and operational reliance yielding low revenue churn of just 2.8% in 2025, 2.7% in 2024, and 3.4% in 2023. We define revenue churn as the proportion of revenue lost due to customer attrition over a 12-month period. Plug and Play, easy to install and operate solution: With our diverse API system it is easy to connect our solution to any unattended automated machine and data platform and to pass on highly secured information from our system to a 3rd party. We offer an array of protocols to connect to any machine, with industry standards from multiple verticals to our own developed API suite. 47 Our Customers As of December 31, 2025, 2024 and 2023, we served approximately 115,000, 95,000 and 72,000 customers, respectively, who together operated approximately 1,463,000 managed and connected devices across more than 120 countries. Our products serve a broad spectrum of customers, from single-location SMEs to large, global enterprises operating tens of thousands of POS devices. Consequently, we are not reliant on any single customer or market segment. Our solutions are deeply embedded in and mission-critical to our customers’ operations, which is visible in our strong dollar-based net retention rate of 120% as of December 31, 2025, 129% in 2024 and 144% in 2023. We maintain a strong presence in key markets where we have identified high immediate potential, including the United States, Canada, the United Kingdom, Germany, Japan, China, Australia, South Africa, and our home market of Israel. Over the fiscal year ended December 31, 2025, our revenue distribution was approximately 41% from the United States, 23% from Europe (excluding the United Kingdom), 12% from the United Kingdom, 8% from Australia, 6% from LATAM, 6% from Israel, and 4% from other regions. Our Competition We define and assess our competition using several methods, including by considering the scope, type, and quality of solutions offered by similar companies in our target markets. We apply this framework to evaluate competitors in both the automated self-service and attended retail sectors. • Automated Self-Service: Solutions for the automated self-service retail market vary widely, from standalone payment, telemetry, or business intelligence products to integrated offerings that combine telemetry, payments, and operational management tools. Our competitors include Cantaloupe, 365 Retail, CPI, Ingenico, Televend, Payter, Vendon, traditional cash payment vendors, and numerous other providers operating in various geographic markets. We compete by offering comprehensive end-to-end solutions that integrate cashless payment capabilities, remote operation and management services, telemetry, and payment processing on a global scale. Our platform is designed to be scalable across different market segments and geographies. We face significant competition from both established companies with substantial resources and newer entrants with innovative technologies. • Attended Retail: Our competition includes large, established vendors and smaller startups, spanning payment processors, POS providers, and peer-to-peer payment platforms. We compete by offering Nayax Attended, a unified retail POS platform designed to serve both small and medium-sized businesses and enterprise-level retail chains and multi-brand operators. Our platform integrates POS, payment processing, and loyalty management into a single solution, reducing operational complexity across retail and hospitality environments. The platform is cloud-based and built on Android technology, enabling centralized management and deployment at scale. We leverage our expertise in automated self-service commerce to provide attended retail operators with capabilities including loyalty programs, real-time monitoring, and dynamic pricing tools. Our approach is to offer an integrated payment ecosystem that serves both attended and self-service retail operations, providing operational consistency across hybrid retail environments. We seek to expand our market share by cross-selling our attended retail solutions to our existing automated self-service customer base and by attracting new customers in the attended retail sector who value integrated, scalable POS and payment solutions. Our Growth Strategies We are focused on growing and scaling our business in a rapid yet sustainable and disciplined fashion. We intend to drive significant growth by executing the following key strategies: Retain and Grow with Existing Customers Our current installed base is a cornerstone of revenue growth, given the critical nature of our solutions, our low churn rates, and the considerable growth potential of our existing customers. We intend to continue investing in our relationships with existing customers and grow revenue from our installed base by cross-selling and driving more transactions through our platform. Our track record of organic growth with our customers is demonstrated by our dollar-based net retention rate, which was approximately 120% as of December 31,2025, 129% in 2024 and 144% in 2023. Our end-to-end platform positions us to expand offerings to existing customers, unlocking upselling and cross-selling opportunities. For the year ended December 31, 2025, approximately 80% of our total revenue was attributable to existing customers. We have developed additional solutions to grow our revenue within our existing customers’ market. Nayax now has the capability to help our customers increase their consumers revenue with our loyalty platform and earn more revenue per customer with our banking capabilities. 48 Win New Large Enterprise and SME Customers Globally Our strategy to win new customers globally prioritizes large enterprises and SMEs, building on proven success across a range of industries and a scalable platform designed to address the distinct requirements of various verticals and segments. • Large Enterprise: Our proven ability to secure large accounts spans multiple industries and regions, with notable wins including Café+Co, Primo Water, Canteen, FiveStar, MOL Group, Synergy Energy—Western Australia’s largest energy retailer and generator—and Turkey’s Düzey, part of Koç Holding. • SMEs: Our automated and scalable go-to-market platform effectively reaches SMEs via digital channels, distributors, and OEM partnerships. SMEs represent a significant share of our revenue, and we view this channel as integral to our future growth strategy, driven by our strong track record in this space. For the year ended December 31, 2025, approximately 80% of our total revenue was attributable to existing customers. Continue Pursuing Innovation Our ability to innovate is evident in our track record of launching new products and enhancing existing solutions, such as our acquisition and development of in-store payment capabilities. We see near-term growth potential in online payment capabilities and plan to enter the broader omni-channel payments space. Additionally, we are in the process of launching several embedded banking products that we see as catalysts for mid-term growth potential. Continue Pursuing Expansion to New Markets We pursue geographic expansion through three key strategies: establishing subsidiaries in key markets, engaging distributors and resellers, and targeted acquisitions. Our global presence includes subsidiaries in 13 strategic markets—such as Israel, the United States, Canada, the United Kingdom, Germany, Brazil, China, Japan, Australia, New Zealand, South Africa, Lithuania and Netherlands —and distribution agreements in more than 80 countries. We plan to expand our geographic footprint by pursuing opportunities in new markets while leveraging online sales channels to reach regions that do not require a physical presence. Enter Emerging, High-Growth Verticals Our strategy focuses on leveraging our platform to expand efficiently into high-growth verticals by identifying unmet needs and delivering tailored solutions that address these gaps. Our entry into the EV charging station market, for example, focused on solving critical pain points, including cashless payment capabilities and tools for operators to monitor and manage stations remotely. We identify arcade gaming machines, EV chargers, parking, and micro markets as key verticals for disruption where our technology platform can unlock significant opportunities for growth and innovation. Cross Sell Nayax’s robust product portfolio, including retail POS and management solutions, integrated loyalty programs, and an EV payment and management suite, positions us to capitalize on cross-selling opportunities within our large existing customer base. Since many of our largest customers operate across multiple verticals and lines of business, we can leverage our existing relationships to offer them expanded, integrated solutions which span their automated self-service and attended retail needs. We believe our customers will value this offering for its ability to unify their operations, enhance efficiency, and eliminate the challenges of managing multiple vendors across different parts of their business. We execute this cross-selling strategy by addressing entire retail ecosystems with tailored POS solutions and a unified management platform that simplifies operations and payments across all customer touchpoints. Businesses can consolidate their payment infrastructure, reduce complexity, and streamline administration through a single system that integrates multiple sales environments. For example, we allow gas stations and convenience store operators to connect and unify their POS devices for forecourt transactions, such as their automated self-service POS devices for fuel pumps, airvacs, car washes, and vending machines, with in-store checkout through a single management portal and payout. We similarly allow other complex retail ecosystems like hotels, shopping malls, and arenas to manage their diverse mix of attended retail, self-service kiosks, parking, and EV charging stations under one centralized system. 49 As we begin launching our embedded banking product suite through Nayax Capital, we expect to unlock significant additional cross-sell opportunities within our existing customer base. Our merchants already rely on us to process and manage their payments, giving us deep visibility into their transaction flows and financial needs. This positions us to naturally extend our relationship by offering tailored financial services directly within the platforms they already use every day. By embedding these financial tools into our existing ecosystem, we can deepen customer relationships and increase revenue per merchant, all while providing our customers with a more seamless, integrated experience that reduces their need to engage with third-party financial institutions. Pursue Targeted and Strategic M&A Since 2014, Nayax has leveraged acquisitions to expand geographically, gain access to strategic technology, broaden our solution portfolio, and expand our commercial reach. Along with organic growth, we strategically pursue M&A opportunities where they align with our long-term objectives, guided by our successful track record and systematic pipeline. Our M&A strategy rests upon three pillars: • Geographic Expansion: Nayax uses M&A to accelerate regional expansion, helping us enter new markets faster, acquire strategic customers, mitigate regulatory challenges, and expand our product reach. We target unattended market leaders with profitable operations, at least 10,000 connected devices, and strong growth potential. Examples include our acquisitions of a leading Brazilian technology provider for the automated self-service industry, which significantly advanced our expansion into Latin America and extended our service offerings across Brazil; and Retail Pro, a global retail POS software leader, which brought 130,000 POS licenses and a significant, global distribution network. • Distribution Channel Consolidation: Nayax leverages M&A to consolidate distribution channels to secure direct access to strategic customers, reduce costs and increase efficiency in key markets, enhance operational control, and replace poorly performing distributors. We focus on unattended market leaders with profitable operations, at least 10,000 connected devices, and a core TAM of at least 500,000 devices. Examples include InOne Technology, rebranded as Nayax LLC, a North American distributor now responsible for more than 35% of Nayax’s global revenue, and VendCheck, rebranded as Nayax Australia to enhance marketing, sales, and support while offering expanded solutions and innovations to the Australian market. • Technological Advancement: Nayax pursues M&A to accelerate technological innovation and prowess in strategic growth verticals such as EV charging, retail kiosks, and mass transit. Acquisitions allow us to fill technology gaps, deliver value-added revenue, and integrate complementary solutions into our platform. We target market-leading or disruptive technologies that can be integrated within 12–18 months. Examples include Weezmo, which we acquired in early 2021 to enhance our portfolio of marketing tools for retailers; Tigapo, in which we acquired a majority stake in 2021 to expand our platform offering for US amusement operators. In March 2025, we purchased additional shares in and have now gained control over Tipago, and in November 2025, we purchased the remaining shares in Tigapo by exercising the call option; OTI, which we acquired in 2022 to strengthen our smart payment solutions for automated self-service machines; Roseman Engineering, which we acquired in 2024 to strengthen our energy sector offerings with advanced fleet management, cloud management, and AVI (Automatic Vehicle Identification) tools; and Lynkwell, which we acquired in 2025 to strengthen our EV charging business with a robust Charge Point Management Software. Sales and Marketing We rely upon a variety of direct and indirect sales channels, including local Nayax offices in 13 countries, a broad network of resellers and distributors, online direct sales, and relationships with OEMs, who integrate and embed Nayax products into their own product offerings. We have launched e-commerce websites in several countries, enabling new and existing customers to purchase our products directly. Plans are underway to expand these platforms to additional countries and territories in the near future. Our marketing activities are designed to support customer acquisition and retention across our global markets. We utilize a combination of digital advertising, search engine optimization, and targeted campaigns to reach small, medium-sized, and enterprise business operators. We also engage prospective and existing customers through social media, webinars, industry events, email marketing, and content tailored to our key vertical markets. In addition, we provide marketing support and co-branded resources to our distribution and channel partners to help drive demand generation within their respective markets. We leverage marketing technology, including automation tools, to track and analyze customer interactions across channels, enabling us to optimize our go-to-market efforts and improve marketing effectiveness. 50 Components and Manufacturing We view hardware sales as a strategic tool for gaining new customers, strengthening existing relationships, and driving recurring revenue growth. Our approach to hardware manufacturing and component sourcing varies based on the specific requirements of our automated self-service and attended retail use cases, as detailed below: • Automated Self-Service: We design and develop our integrated POS devices and software for automated self-service customers in-house. We rely upon a limited number of manufacturing subcontractors, who purchase all necessary components and supply us with POS devices as a finished product, with certain exceptions. We place manufacturing orders as necessary to fulfill purchases by our customers, adjusting production volumes dynamically based upon our needs. • Attended Retail: Nayax currently partners with four suppliers to procure standard, off-the-shelf hardware for our attended retail customers. Although we customize color schemes, branding, and packaging to reflect our marketing strategy, we do not make any major modifications to the underlying hardware to maximize scalability and reliability. We work with multiple suppliers, each specializing in different product categories, to minimize our risks from supply chain disruptions or dependency on a single source. Since we compete with a variety of other companies for components, we are exposed to supply risks like shortages, price fluctuations, tariffs, and delivery delays. When the COVID-19 pandemic caused a global shortage of essential components for our products, we faced an increase in costs during the latter half of FY 2021 and 2022, although the situation improved considerably in 2023 and into today. We strive, however, to maintain the supply of our POS device products despite such challenges. Technology Our proprietary technology infrastructure is the foundation of our platform and business operations. We rely upon a global network of data centers and physical servers, each capable of hosting more than 100 virtual machines, to route transactions made on our devices to the proper processing channel or network. Our flexible infrastructure supports secure cashless payments with more than 80 payment methods, including most debit and credit cards, NFC- and QR-based payments, and prepaid cards. As of December 31, 2025, our infrastructure processed millions of transactions each day from more than 1,463,000 managed and connected devices, and served more than 115,000 customers via our real-time, data-driven software management platform. Our Networks Operation Center team monitors our services 24/7, leveraging automated testing and thousands of alerts to detect and prevent potential infrastructure issues and downtime before they occur. Our platform is built and maintained by a multidisciplinary development team of software, hardware, database administrators, DevOps, mobile developers and other IT experts. Our agile approach to product development fosters innovation and facilitates swift and frequent releases of new products and updates. Collaboration is central to our in-house development process, allowing us to deliver impactful and functional updates quickly and accelerate timelines based on customer urgency. 51 The following diagram depicts a standard transaction flow, which is central to our business operations: * Other transactions will have different flows. Our robust back-end infrastructure allows us to process thousands of transactions per second and handle hundreds of simultaneous processes. Our versatile API platform enables seamless integration across our solutions, supported by extensive protocols that allow us to serve a variety of automated self-service points of sale with a “plug and play” setup. Our API suite includes, but is not limited to: • Marshall, a simple serial protocol designed to connect our integrated POS devices to PC-based machines; • Twizercom, a modern REST API Protocol designed to connect our POS Retail devices to any 3rd party POS applicaiton; • Nayax “Spark”, a remote integration API that allows server controlled machines to utilize Nayax Payment Devices via Server to server integration; • LYNX, which provides input / output data to third-party systems, such as machine information, sales summary, telemetry and Payment related information, and allows third-party systems to manage and update such information; and • Cortina, a collection of API methods which allows a third-party payment gateway to process payments via Nayax systems as depicted in the following diagram: 52 Research and Development Nayax invests heavily in research and development to create new products, including both hardware and software, and integrate new technologies, expanding our selection of products and services to better serve existing target verticals and enter new ones. We strive to continuously improve and update our current products to include new functions, mechanisms, and capabilities to reflect evolving customer needs and new technical capabilities. Our research and development capability is very flexible, allowing Nayax to develop a wide range of solutions in-house and through collaboration with partners and customers, as well as to integrate acquired technologies and products smoothly. We invested $30 million, $25.3 million and $21.9 million in research and development in 2025, 2024, and 2023, respectively. Intellectual Property Protecting our proprietary technology and intellectual property, including trade secrets, know-how, software code, patents, and trademarks, is an important aspect of our business. We rely upon federal and state statutory and common law, foreign law, licensing agreements, non-disclosure agreements, confidentiality agreements, and other contractual and technical mechanisms to establish, maintain, and protect our intellectual property and proprietary technology. However, legal protections may not always be effective at preventing unauthorized access to our intellectual property and proprietary technology. Intellectual property laws, procedures, and restrictions provide limited protection, leaving our proprietary rights and technologies exposed to potential challenge, invalidation, infringement, circumvention, misappropriation, and other forms of violation. In certain jurisdictions, weaker intellectual property laws compared to the U.S. may leave our proprietary technology and rights unprotected. While Nayax primarily relies upon its own intellectual property, developed and owned by Nayax, to operate our business, we also use a combination of open-source and third-party licensed software in connection with our services. Although we believe that these licenses adequately support our business operations, they typically limit our use of third-party intellectual property to specific purposes and time periods. As of December 31, 2025, we owned the following assets: • Patents: We own nine issued U.S. patents, eight issued Israeli patents, two issued patents in Japan and one issued patent in each of the United Kingdom, Germany, Spain, Italy, Japan and Australia. We also have - seven active patents applications in the U.S, five in Israel, six in Canada, seven in Europe, three in Honk Kong, and one application pending in each of Australia, Brazil, Canada, China, India, Korea and Singapore. Additionally, we have one PCT application. 53 • Domain Names: We own eighteen registered website domains. • Trademarks: We maintain trademarks and service marks on or in connection with our proprietary technology and services, including both unregistered common law marks and issued trademark registrations, in jurisdictions including Israel, the United States, Japan, Australia, New Zealand, Brazil, Canada, Turkey, Switzerland, Korea, Singapore, Ukraine, India, the European Union, the United Kingdom, China and Mexico, and others. Our in-house expertise is a key component of our intellectual property and a barrier to theft and replication by our competitors. Developing our sophisticated platform required years of complex coordination among highly specialized employees, and we believe it would be immensely challenging, costly, and time-intensive for competitors to reverse engineer or duplicate our accumulated years of knowledge and ongoing efforts. We safeguard our expertise, trade secrets, and confidential information with IT security measures, limits on access to and distribution of sensitive information, and confidentiality agreements with employees, consultants, developers, and vendors. We intend to pursue additional intellectual property protections where we believe it would advance our business objectives and support our competitive position, but we cannot guarantee that these efforts will adequately safeguard our intellectual property or provide a competitive advantage. We have previously faced, and expect to face in the future, claims from third parties, including competitors, alleging infringement, misappropriation or other violation of their trademarks, copyrights, patents, or other intellectual property rights, or challenging the validity or enforceability of our intellectual property. We are not currently a party to any such legal proceedings that, individually or collectively, management believes likely to have a material adverse impact on our business, financial condition, operating results, or cash flows. See “Item 3. Key Information—D. Risk Factors—Risks related to data security, privacy, information technology and intellectual property” for a more comprehensive description of risks related to our intellectual property. Culture and Human Capital Since Nayax was founded in 2005, we have grown from just three employees to more than 1,200 employees around the globe as of December 31, 2025, including team members in local offices and other countries, in Israel, the United States, Canada, the United Kingdom, Germany, Brazil, China, Japan, Australia, New Zealand, South Africa, Lithuania and Netherlands. Our culture is defined by four pillar principles, known collectively as OLAH: • Ownership: We empower employees to take responsibility for their decisions and outcomes, fostering accountability, entrepreneurial thinking, and meaningful results for our customers. • Listen: We listen closely to our customers and each other, uncovering opportunities to innovate, building stronger relationships, and deliver solutions that solve customer pain points. • Act: We encourage employees of all levels to be decisive, challenge the status quo, and take calculated risks to better serve our customers and meet their needs quickly and effectively. • Honesty: We place honesty and integrity at the heart of every action we take, sustaining collaboration within our team and forging lasting, trust-based partnerships with our customers. Our innovative solutions are the direct result of closely collaborating with our customers to understand their unique needs and challenges. We work closely with our customers to solve their most pressing problems, helping our employees build expertise, cultivate a customer-centric mindset, and see the impact of their work each and every day. Nayax employees are proud to help our clients compete and grow, improving their commercial wellbeing with innovative solutions that simplify their operations and help them reach their target customers with flexible payment, loyalty, and customer engagement tools. Nayax invests in its employees through frequent training and incentive-based compensation, cultivating a capable, tight-knit, and motivated workforce eager to face new challenges, achieve greater goals, and sustain long-term growth. Our employees think like founders and entrepreneurs, applying their natural creativity and deep expertise to provide outstanding products and services for both new and existing customers. Nayax offers a training platform known as WIN, where employees can access a wide variety of specially designed educational programs to familiarize themselves with our products and values. 54 Most research and development and product management activities are carried out in Israel and Ukraine. Since war broke out in the Gaza Strip on October 7, 2023, and despite of the ceasefire that came into effect in October 2025, the security situation in Israel remains unstable. Given the ongoing circumstances, Nayax has taken steps to support our Israeli employees with increased flexibility for remote work, individual and group therapy support, babysitting allowances for partners of those serving in the military, and donations to charitable and volunteer efforts. We are monitoring the situation in Ukraine and have offered relocation assistance and accommodations to our employees there, as well. Neither the conflict in Israel or Ukraine, nor the response by the international community, has to date had a material impact on our research and development and product management activities, nor on our results of operations and financial condition. Legal Proceedings We are, from time to time, party to various legal proceedings arising out of our ordinary course of business. During 2023, the ICA requested from us certain documents and other information related mainly to our acquisition of OTI. We cooperated fully and transparently with the ICA throughout its investigative process, and, on February 3, 2025, we entered into the Consent Decree with the ICA to settle allegations of anticompetitive practices and failing to obtain necessary ICA consent in connection with the acquisition. Pursuant to the Consent Decree, we and Yair Nechmad, our CEO and Chairman, agreed to pay a sum of NIS 2,500,000 (approximately $701,000) and NIS 240,000 (approximately $67,300), respectively, to the Israeli State Treasury, and we agreed to provide up to 6,500 OTI POS kits, comprised of the Telebox hardware units paired with Uno 8/Uno Plus card readers, over a period of five years, to third parties who may sell, distribute, and market the OTI POS kits under their own brands in the Israeli market. The Consent Decree was approved by the Israeli Competition Court on June 4, 2025. We do not believe the terms of the settlement will have a significant adverse effect on our business, financial condition or results of operations. Currently, there are no claims or proceedings against us that we believe will have a material adverse effect on our business, financial condition, results of operations or cash flows. However, the results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, we may incur significant costs and experience a diversion of management resources as a result of litigation. Recent Developments in Our Business During 2025, our offerings, engagements and global footprint have expanded. Here are some examples: • We acquired UpPay Servicos De Tecnologia Da Infamramcao S.A., a provider of a seamless solution of payments and telemetry located in Brazil, specializing in coffee machines. • We acquired Inepro Pay, a Nayax distributor in the Benelux region. The acquisition expands our reach in the region, while improving efficiency and bringing Nayax closer to its customers. • We acquired Lynkwell, an EV Charging platform. This strategic acquisition marks a significant step in our expansion into the EV segment leveraging Lynkwell’s strong software platform for both public and private locations.. • We completed an offering in Israel of Series A Notes and Series 1 Warrants on March 10, 2025, for aggregate gross proceeds of approximately $137.1 million (the “Notes” and the “Warrants”, respectively). The Notes and Warrants were offered in units, with each unit consisting of NIS 1,000 principal amount of Notes and three Warrants, with each such warrant exercisable into one ordinary share of the Company (the “Unit”). The Notes are non-linked, bear a fixed annual interest rate of 5.9%, and will mature on September 30, 2030. The Notes principal will be repaid in four annual unequal payments commencing in September 2027 through September 2030. Each Warrant is exercisable into one Ordinary Share of the Company, at an exercise price of NIS 177.80 (paid in cash), which is subject to adjustments to changes in the NIS-to-USD exchange rate, and will expire on March 31, 2027. • We completed an offering in Israel by way of the expansion of the Series 1 Warrants and Series A Notes on December 10, 2025, for aggregate gross proceeds of approximately $176 million. As the offering was made by way of expansion of our existing Series A Notes, the Covenants, Restrictions on Distributions and Events of Default applicable to the Notes are identical to the original Series A Notes. Each Warrant is exercisable into one Ordinary Share of the Company, at an exercise price of NIS 177.80 (paid in cash), which is subject to adjustments to changes in the NIS-to-USD exchange rate, and will expire on March 31, 2027. 55 Regulation We are subject to laws and regulations, either directly or contractually, that apply to payment processing as well as regulations that apply to businesses in general, such as those relating to worker classification, employment, worker confidentiality obligations, consumer protection and taxation. As a digital technology business, we are also subject to laws and regulations governing the internet, such as those relating to intellectual property ownership and infringement, trade secrets, the distribution of electronic communications, search engines and internet tracking technologies, and could be affected by potential changes to laws and regulations that affect the growth, popularity or use of the internet, including with respect to net neutrality and taxation on the use of the internet or e-commerce transactions. Payment Processing Regulation Our payment processing services, which clear the payments of consumers that purchase products without using cash on our POS devices, are dependent on a payment transfer system that operates through a chain of different entities, including, but not limited to, clearing entities, banks and credit card companies. See “—Technology” above for a depiction of a standard transaction flow. Payment processing activities are generally regulated by the various financial regulators in each jurisdiction in which we conduct our operations. We must comply with many different regulatory and licensing requirements where applicable, including the following: Europe. We provide payment processing services in the EEA through Nayax Europe UAB (“Nayax Europe”). Nayax Europe is incorporated in Lithuania and, as such, is subject to the local implementation of the EU’s second Electronic Money Directive and the second Payment Services Directive 2. Pursuant to these measures, Nayax Europe is required to obtain a license to operate in Lithuania and throughout the European Union on a cross-border basis. Nayax Europe holds a license through the Bank of Lithuania to operate as an Electronic Money Institution (the “EU EMI License”) across the EEA on the basis of a single market passport. Pursuant to the EU EMI License, we are able to provide services to business customers and end-users that enable us to charge and manage monetary values online. Prior to obtaining the EU EMI License in April 2021, Nayax Europe held a license as an authorized payment institution pursuant to local measures implementing the amended Payment Services Directive (“PSD II”) in Lithuania. Nayax Europe previously provided payment services throughout the EEA on the basis of the PSD II cross-border services passport. Our EU EMI License imposes significant ongoing compliance obligations. In particular, Nayax Europe is subject to detailed rules on how electronic money is issued to customers, how customer funds must be safeguarded and how electronic money may be redeemed. We are required to ensure funds received from customers for electronic money are either held in a segregated account with an authorized credit institution, invested in secure, liquid assets or covered by an insurance policy or comparable guarantee. We must also satisfy initial and ongoing regulatory capital requirements and maintain detailed internal compliance policies and procedures that address, among other things, customer complaints handling, financial crime controls, anti-bribery and corruption and compliance with applicable sanctions. United Kingdom. On June 26, 2023, we received our U.K. EMI License, which became effective in January 2024, replacing the temporary authorization to operate in the United Kingdom. This license imposes significant compliance obligations. In particular, we are subject to detailed rules on how electronic money is issued to customers, how customer funds must be safeguarded and how electronic money may be redeemed. We are required to ensure funds received from customers for electronic money are either held in a segregated account with an authorized credit institution, invested in secure, liquid assets or covered by an insurance policy or comparable guarantee. We must also satisfy initial and ongoing regulatory capital requirements and maintain detailed internal compliance policies and procedures that address, among other things, handling of customer complaints, financial crime controls, anti-bribery and corruption safeguards and compliance with applicable sanction regimes. 56 Israel. Nayax operates in Israel through an Israeli subsidiary, Nayax Israel Ltd., as a payment aggregator and, as such is currently regulated under the Supervision of Financial Services (Regulated Financial Services) Law, 5776-2016 (the “Supervision Law”). The Supervision Law imposes a licensing obligation on and sets forth a comprehensive regulatory framework for the provision of certain financial services and credit in Israel, and provides limitations on managing businesses engaged in such activities. Pursuant to the Supervision Law, the Company received a license to provide financial asset services as well as a license to provide credit from CMISA. In accordance with the Supervision Law, Nayax holds an extended license to provide financial asset services, which is valid until December 31, 2026, and holds a basic license to provide credit services, which is valid until December 31, 2028. Additionally, pursuant to the Supervision Law, a controlling shareholder of a licensed entity must hold a controlling permit issued by the CMISA. Accordingly, each of our controlling shareholders, Mr. Amir Nechmad, Mr. Yair Nechmad and Mr. David Ben-Avi, currently holds a control permit pursuant to the Control Law. As of June 6, 2024, the regulatory framework for the supervision and licensing of non-banking payment services providers is based on the RPSL, which is based on the European Directives PSD II and EMD, a regulation designed to create a more competitive and secure payments landscape in Europe. Under RPSL, as a general rule, entities providing payment services (including payment aggregators) are supervised by the ISA and are required to obtain a payment company license. Controlling shareholders of a licensed payment company are required to apply for a control permit. As a transitional provision, payment services providers holding a license to provide financial asset services or a license to provide credit under the Supervision Law may continue to operate pursuant to the Supervision Law until June 6, 2026, provided that they filed an application for a payment services license under RPSL by 6 December 2025. The Company filed an application for a payment services license under RPSL within the required timeframe and is subsequently registered in the ISA’s Register of Companies Operating under “continuation of operation” pursuant to the transitional provision of the RPSL. In August 2025, the Company submitted an application to the ISA for a Payment Service Provider license. The ISA is expected to deliver its decisions in relation to such application no later than June 2026. Until such time, and in accordance with the transitional provisions of the RPSL, the Company continues to operate under the license it holds from the CMISA pursuant to the Supervision Law, which remains in effect. Canada. Nayax Canada Inc. is federally regulated in Canada as both a Money Services Business (MSB) and a Payment Service Provider (“PSP”). On July 21, 2025, FINTRAC confirmed Nayax Canada’s registration as an MSB under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA), imposing obligations related to customer identification, ongoing monitoring, sanctions screening, and mandatory reporting of suspicious transactions, electronic funds transfers, and large virtual currency transactions. Under the Retail Payment Activities Act (RPAA), Nayax Canada is also subject to federal oversight as a PSP, with the Bank of Canada publishing Nayax Canada’s PSP registration in the public registry on October 17, 2025, completing the registration process and subjecting the company to requirements for operational risk management, incident response, and safeguarding of end‑user funds, supported by an external safeguarding opinion confirming compliance with the trust account requirements. Following a legal review by BLG (a leading Canadian law firm in financial regulation), Nayax Canada was confirmed not to be subject to provincial MSB licensing regimes, including those in Quebec, and therefore its regulatory obligations arise exclusively at the federal level. The company maintains comprehensive internal AML/CTF, sanctions, and compliance programs aligned with these federal requirements, including governance controls, policy updates, and employee training. Mexico. In November 2023, Nayax Mexico was registered with the National Banking and Securities Commission (CNBV) as a supervised entity. This registration subjects Nayax Mexico to considerable regulatory oversight in the payments sector, including reporting obligations and supervision by financial, consumer protection, tax, and anti-money laundering (AML) authorities. Nayax Mexico is regulated under key financial laws, including the Law for the Ordering and Transparency of Financial Services, the General Provisions for Participants of the Payment Methods Network, and the Credit Institutions Law (in connection with its acquisition activities). Primary regulators include the CNBV, which oversees operational and regulatory compliance, and the Bank of Mexico, which regulates fees and approves tariffs. New Zealand. In February 2025, Nayax New Zealand was approved for registration on the New Zealand Financial Service Providers Register (FSPR) as a Financial Service Provider (FSP). This registration confirms Nayax New Zealand’s inclusion in the country’s formal regulatory framework for financial service providers. In addition, NAYAX NZ Limited has been onboarded as a reporting entity under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 and is supervised by the Department of Internal Affairs. As a reporting entity, the company is subject to AML/CFT obligations, including customer due diligence, ongoing monitoring, recordkeeping, and regulatory reporting. 57 In some jurisdictions in which we operate, our activities do not fall within the scope of the regulations applicable to payments processing services, including: United States and Australia. In the United States and Australia, we generally rely on relevant licenses held by financial services entities with which we have agreements. The laws, rules, regulations, licensing schemes and standards applicable to the financial services industry are enforced by multiple authorities in the United States, including the Department of the Treasury and state and local agencies, and similar organizations and authorities in Australia. Currently, we do not possess any permits, licenses, registrations or other authorizations from financial services regulators in the United States or Australia. Due to our reliance on relevant licenses held by financial services entities, we have taken the position that, as of the filing date hereof, the licensing, registration or other authorization requirements of federal and state agencies in the United States and Australia that regulate or monitor payments processing or other types of providers of electronic commerce services do not apply to us. However, the applicable regulation could change and we could become subject to additional regulatory requirements in the future. We continuously monitor local requirements to ensure compliance. We are also subject to anti-money laundering laws and regulations set out by the jurisdictions in which we operate, and we engage in standard “know-your-customer” diligence prior to initiating a customer relationship that screens customers against sanctions lists including the Israeli Ministry of Defense Terror list, the U.S. Specially Designated Nationals and Blocked Persons list, the U.K. Consolidated List of Designated Persons and a consolidated list of people, groups, and entities who are subject to EU financial sanctions. This process must be completed before any payment relationship is established with a customer. In Israel, because we are licensed as a financial services provider, it is subject to Israel’s Prohibition of Money Laundering Law, 5760-2000 (the “Prohibition of Money Laundering Law”) and to the Anti-Money Laundering Order (Duties of Identification, Reporting and Record-Keeping of Financial Asset Services Providers and Credit Services Providers for the Prevention of Money Laundering and Terror Financing) 5778-2018 promulgated thereunder (the “Order”). We are also subject to obligations under the Prohibition of Money Laundering Law and Order. First, under the Order we are subject to various “know your customer” requirements, including identification and verification of clients, as well as certain reporting, record-keeping and sanctions list screening requirements. Second, we are required to have a dedicated officer who is responsible for fulfilling the requirements of the Prohibition of Money Laundering Law and Order. Data Privacy Because we collect, store, share, disclose, transfer, use and otherwise process (“Process”) customers, consumers and employees information and other data, and engage in marketing and advertising activities to deliver our services to our customers and our customers’ end users (consumers), we are also subject to laws, rules, regulations and industry standards that address privacy and data protection. Each of these laws, rules, regulations and standards relating to privacy, data protection and/or data security, and any other such changes or new laws, rules, regulations or standards could impose significant limitations, require changes to our business, or restrict our Processing of personal information, which may increase our compliance expenses and make our business more costly or less efficient to conduct. In the U.S., various federal, state, and local laws, rules, and regulations apply to the Processing of personal information. In addition to numerous privacy and cybersecurity laws, rules, and regulations already in place, U.S. states are increasingly adopting laws imposing comprehensive privacy and cybersecurity obligations, which may be more stringent, broader in scope, or offer greater individual rights with respect to personal information (including sensitive personal information) than foreign, federal, or other state laws, rules, and regulations, and such laws, rules, and regulations may differ from or conflict with each other. For example, the CCPA broadly defines personal information and requires companies that process information of California residents to make disclosures to consumers about their data collection, use and sharing practices. The CCPA also gives California residents expanded privacy rights and protections, such as affording them the right to opt out of certain data sharing with third parties, right to access and request deletion of their information and provides a new cause of action for certain data breaches that result in the loss of personal information. Additionally, the CCPA introduces additional obligations such as data minimization and storage limitations and granting additional rights to California residents such as correction of personal information and additional opt-out rights, including the obligation to meet Global Privacy Control requirement which allows consumers to opt-out of the sale of their personal information. It also establishes a regulatory agency dedicated to enforcing the CCPA. The CCPA and other laws, rules, regulations and standards relating to privacy, data protection and data security may require us to modify our data Processing practices and policies and may cause us to incur substantial costs and expenses in order to comply. 58 In the EEA, we are subject to the GDPR and local European laws, and in the U.K., we are subject to the U.K. GDPR, in each case in relation to our Processing of data relating to an identifiable living individual (personal data). The GDPR, along with national implementing legislation in EEA member states, and the U.K. GDPR, impose strict data protection compliance requirements including: providing detailed disclosures about how personal data is collected and processed (in a concise, intelligible and easily accessible form); demonstrating that an appropriate legal basis is in place or otherwise exists to justify data Processing activities; granting rights for data subjects in regard to their personal data (including data access rights, the right to be “forgotten” and the right to data portability); introducing the obligation to notify data protection regulators or supervisory authorities (and in certain cases, affected individuals) of significant data breaches; applying security measures, such as, inter alia, pseudonymized (i.e., key-coded) data; imposing limitations on retention of personal data; maintaining a record of data Processing; conduct due diligence and assessment and execute data processing agreements with third parties with whom personal data is shared with, and complying with the principal of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit. However, U.K. GDPR will not automatically incorporate changes made to the GDPR going forward (which would need to be specifically incorporated by the U.K. government), which creates a risk of divergent parallel regimes and related uncertainty. We also cannot predict how the U.K. GDPR and other U.K. privacy and cybersecurity laws, rules, or regulations may develop, including as compared to the GDPR, nor can we predict the effects of divergent laws and related guidance. For example, the U.K.’s Data Use and Access Act of 2025, which makes several modifications to the U.K. GDPR, received Royal Assent in June 2025, and implementation began in August 2025. Such modifications cause the U.K.’s data privacy law to deviate from the GDPR and that of the EU, and permit further deviations in the form of regulatory guidance or secondary legislation. Recent legal developments in Europe have created complexity and uncertainty regarding data transfers from the EEA to countries outside of the EEA in respect of which the European Commission or other relevant regulatory body has not issued an adequacy decision. Furthermore, the United Kingdom similarly restricts transfers of personal data to certain countries outside of the United Kingdom. While we currently rely on the standard contractual clauses promulgated and recently substantially revised by the European Commission and the United Kingdom’s International Data Transfer Agreement (or the United Kingdom’s approved international data transfer addendum to the European Union’s standard contractual clauses) for such transfers, on July 10, 2023, the European Commission adopted an adequacy decision concluding that the United States ensures an adequate level of protection for personal data transferred from the European Union to United States companies participating in the EU-U.S. Data Privacy Framework (followed on October 12, 2023 with the adoption of an adequacy decision in the U.K. for the U.K.-U.S. Data Bridge). However, the EU-U.S. Data Privacy Framework (and the U.K.-U.S. Data Bridge) may be in flux as such adequacy decision has been challenged a few times in the past, and is likely to face additional challenges, including at the Court of Justice of the European Union. We are also subject to evolving EU and U.K. privacy laws on cookies, tracking technologies and e-marketing. In the EU and the U.K. under national laws derived from the ePrivacy Directive, informed consent is required for the placement of a cookie or similar technologies on a user’s device and for direct electronic marketing. The GDPR also imposes conditions on obtaining valid consent for cookies, such as a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology. In addition, we are subject to the PPL and the regulations promulgated thereunder, which impose obligations with respect to the manner certain personal data is processed, maintained, transferred, disclosed, accessed and secured. The burdens imposed by these and other laws and regulations that have been and may be enacted relating to data privacy and security, or new interpretations of existing laws and regulations, may require us to modify our data Processing practices and policies and to incur substantial costs in order to comply. We take a variety of technical and organizational security measures and other measures to protect our data, including data pertaining to our end consumers, employees and business partners. Despite any security measures we may put in place or that our third-party providers may implement on our behalf, our information technology and infrastructure and that of our third-party providers may be vulnerable to unauthorized access to such data. Our ability, like those of other advertising technology companies, to collect, augment, analyze, use, share and otherwise process data relies upon the ability to uniquely identify devices across websites and applications, and to collect data about user interactions with those devices for purposes such as serving relevant ads and measuring the effectiveness of ads. The processes used to identify devices and similar and associated technologies are governed by U.S. and foreign laws and regulations and are dependent upon their implementation within the industry ecosystem. Such laws, regulations and industry standards may change from time to time, including those relating to the level of consumer notice and consent required before a company can employ cookies or other electronic tools to collect data about interactions with users online. Because the laws and regulations governing the internet, privacy, data security and marketing are constantly evolving and striving to keep pace with innovations in technology and media, it is possible that we may need to materially alter the way we conduct some parts of our business activities or be prohibited from conducting such activities altogether at some point in the future. See “Item 3. Key Information—D. Risk Factors—Risks related to data security, privacy, information technology and intellectual property” for a description of risks related to compliance with data privacy and security regulations. 59 C. Organizational Structure Nayax Ltd. is the ultimate holding company for our subsidiaries. As of December 31, 2025, we had 40 (direct or indirect) subsidiaries. The following table sets out for the subsidiaries we consider significant as of December 31, 2025, the country of incorporation, and the percentage ownership and voting interest held by us. Company Country of Incorporation Percentage Ownership and Voting Interest Main Activities Nayax LLC USA (Maryland) 100% Sale of the Company’s products and services Nayax Europe UAB Lithuania 100% Processing transactions on behalf of the Company’s customers in Europe Nayax AU PTY Ltd. Australia 100% Sale of the Company’s products and services Nayax (UK) Limited UK 100% Sale of the Company’s products and services Nayax Financial Services LTD UK 100% Sale of the Company’s products and services D. Property, Plants and Equipment Facilities Our principal executive office is located in Herzliya, Israel. In addition to our Herzliya office, we also have offices in the United States, as well as eleven other countries. We lease each of our offices. We believe that our current facilities are adequate to meet our immediate needs. We are not aware of any environmental issues or other constraints that would materially impact the intended use of our facilities.