3.A. [RESERVED] 3.B. CAPITALIZATION AND INDEBTEDNESS Not applicable. 3.C. REASONS FOR THE OFFER AND USE OF PROCEEDS Not applicable. 3.D. RISK FACTORS You should carefully consider the risks described below, together with all of the other information included in this Annual Report, in evaluating us and our ordinary shares (“Shares”). Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. The trading price and value of our Shares could decline due to any of these risks, and you may lose all or part of your investment. This Annual Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this Annual Report. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Risks Relating to Our Business Our success and revenue growth are dependent on adding new advertisers and publishers, effectively educating and training our existing advertisers and publishers on how to make full use of our platform and increasing usage of our platform by advertisers and publishers. Our success and sustainability are dependent on regularly adding new advertisers and publishers and increasing their usage of our platform. Our contracts and relationships with advertisers and publishers generally do not include long-term or exclusive obligations requiring them to use, maintain use or increase use of our platform. Advertisers and publishers typically have relationships with numerous providers and can use both our platform and those of our competitors without incurring significant costs or disruption. They may also choose to decrease their overall advertising spend for any reason, including if they do not believe they are receiving a sufficient return. Accordingly, we must continually work to add new advertisers and publishers to our customer base, retain our existing advertisers and publishers, increase their usage of our platform and capture a larger share of their advertising spend. We may not be successful at educating and training advertisers and publishers, especially new ones, on how to use our platform for them to most benefit from our technology and increase their usage. If these efforts are unsuccessful or advertisers or publishers decide not to maintain or increase their usage of our platform for any other reason, or if we fail to attract new advertisers or publishers, our revenue could fail to grow or may decline, which could materially and adversely harm our business, operating results and financial condition. Our business depends on access to advertising spend from a limited number of DSPs, agencies, and advertisers, which may be reduced or terminated at any time. Our business depends on our ability to maintain and expand our access to advertising spend from advertisers that purchase advertising inventory through demand-side platforms (“DSPs”), as well as from agencies and direct advertisers that execute their purchases through DSPs, in order to buy impressions from our publishers. A limited number of large advertising customers may account for a significant portion of our revenue. For the year ended December 31, 2025, two buyers represent 12.1% and 11.3% of revenue. For the year ended December 31, 2024, one buyer represents 11.5% of revenue. For the year ended December 31, 2023, no individual buyer accounted for more than 10% of revenue. As of December 31, 2025, two buyers accounted for 22.6% and 10.7% of trade receivables. As of December 31, 2024, three buyers accounted for 19.1%, 12.1% and 11.2% of trade receivables. As of December 31, 2025, and December 31, 2024 no individual vendor accounted for more than 10% of trade payables. 5 Our master service agreements with most DSPs and other customers automatically renew for successive one-year terms but generally allow either party to terminate the agreement for convenience with 30-days' prior written notice. We expect to continue to rely on a limited number of DSPs and advertising customers for a large percentage of impressions purchased on our platform for the foreseeable future. Any disruptions in our relationships with DSPs, agencies, or advertisers could harm our business, results of operations and financial condition. To support our future growth, we must increase the levels of use of our platform by existing DSPs, agencies, and advertisers. However, we generally do not have minimum spending commitments from advertisers, agencies, or DSPs, meaning the level of demand available on our platform can change at any time. As a result, we cannot guarantee that we will have consistent access to a stable volume or quality of advertising spend. If an advertiser or DSP that represents a significant portion of the demand in our platform materially reduces its use of our services, our revenue and profitability could decline immediately and significantly, which could materially and adversely affect our business, results of operations and financial condition. Our business depends on our ability to maintain and expand access to valuable inventory from publishers, including our largest publishers. Our business depends on our access to valuable publisher inventory. We depend upon publishers, including channel partners, which aggregate large numbers of smaller publishers, to provide advertising inventory which we can offer to prospective advertisers. A relatively small number of publishers have historically accounted for a significant portion of the advertising inventory sold on our platform, as well as a significant portion of our revenue, including a relatively small number of channel partners. To support our continued growth, we will seek to add additional publishers to our platform and to expand current utilization with our existing publishers. In general, our relationships with publishers do not contain minimum commitments. The amount, quality and cost of inventory available on our platform can change at any time, and we cannot ensure that we will have access to a consistent volume or quality of inventory at a reasonable cost, or at all. Any disruptions in our relationships with publishers or our largest channel partners could adversely affect our business, results of operations and financial condition. If we cannot retain or add individual publishers with valuable inventory, or if such publishers decide not to make their valuable inventory available on our platform, then advertisers may be less inclined to use our platform, which could adversely affect our business, results of operations and financial condition. If we fail to make the right investment decisions in our platform, or if we fail to innovate and develop new solutions that are adopted by advertisers and publishers, we may not attract and retain advertisers and publishers, which could have an adverse effect on our business, results of operations and financial condition. We face intense competition in the marketplace and are confronted by rapidly changing technology, evolving industry standards, consumer preferences, regulatory changes and the frequent introduction of new solutions by our competitors to which we must adapt and address. We need to continuously update our platform and the technology in which we invest and develop, including our machine learning, generative artificial intelligence and other proprietary algorithms, to attract publishers and advertisers and stay ahead of changes in technology, evolving industry standards and regulatory requirements. Our platform is complex and new solutions can require a significant investment of time and resources to develop, test, introduce, enhance, and maintain. These activities can take longer than we expect and we may not make the right decisions regarding our pursuit of these investments. New formats and channels, such as mobile header bidding and CTV, present unique challenges and our success in new formats and channels depends upon our ability to integrate them with our platform. If our mobile and video solutions, or our CTV solutions, are not widely adopted by advertisers and publishers, we may not retain advertisers and publishers. In addition, new demands from advertisers or publishers, superior offerings by competitors, changes in technology, or new industry standards or regulatory requirements could render our platform or our existing solutions less effective and require us to make unanticipated changes to our platform or business model. Furthermore, our focus on our end-to-end platform may decrease our responsiveness and agility to respond to changes or innovations specific to either our DSP or SSP solutions. Our failure to adapt to a rapidly changing market, anticipate changing demand, or attract and retain advertisers or publishers would cause our revenue or revenue growth rate to decline and adversely affect our business, results of operations and financial condition. 6 Significant parts of our business depend on relationships with data providers for data sets used to deliver targeted campaigns. Our ability to deliver targeted advertising campaigns depends on our ability to acquire effective data sets, which we do through a combination of proprietary data sets as well as data sets that we purchase from third parties. If any third-party data providers decide not to make data sets available to us, decide to increase their price or place significant restrictions on the use of their data, we may not be able to replace this with our own proprietary data sets or those of other third-party providers that satisfy our requirements in a timely and cost-effective manner. In addition, some data set providers in the industry may enter into exclusivity arrangements with our competitors, which could limit our access to a meaningful supply of data and give them a competitive advantage. Any limitations on access to these third-party data sets could impair our ability to deliver effective solutions, which could adversely affect our business, results of operations and financial condition. Our business depends on access to data, and limitations on its collection, use, or disclosure could materially harm our business. As part of our platform, we process large volumes of data about advertising transactions, such as consumer, advertiser, and publisher preferences, ad placement, size and format, pricing, bid response, and auction outcomes. We also collect automatic content recognition (“ACR”) data that, while not identifying the individual, includes device characteristics, online browsing behavior, exposure to and interaction with advertisements, and inferential data about purchase intentions and preferences. This data is collected through our systems, pixels on publisher websites, software development kits in mobile apps and smart TVs, cookies, and other tracking technologies. Publishers, advertisers, and third-party data providers may also supply proprietary data to us. We aggregate and analyze this data to enhance our services, improve ad pricing, placement, and delivery, and provide real-time analytics to our publishers and advertisers. Our ability to collect, use, and share this data is critical to effectiveness and value of our solutions. However, there are technical, operational, and regulatory challenges that could limit our ability to collect or use this data. Browser and operating system changes, such as restrictions on cookies or mobile and CTV tracking, consumer opt-out tools, and publisher-imposed limits may reduce the amount or quality of data we can collect. Regulatory frameworks, including the European Union’s General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act and California Privacy Rights Act (“CCPA/CPRA”), and other privacy laws globally, may impose restrictions on data collection, storage, aggregation, or use. Regulatory investigations, enforcement actions, and evolving standards in the advertising technology (“AdTech”) industry may require us to modify how we collect or use data or incur substantial costs to comply. For example, privacy frameworks such as the Interactive Advertising Bureau’s Transparency and Consent Framework (“TCF”) have been subject to scrutiny by European regulators, and the rules governing user consent for behavioral advertising continue to evolve. The application of similar consent standards to mobile and CTV ecosystems remains uncertain, and limited adoption of standardized consent mechanisms could reduce the data we can access and use in these channels. Additionally, publishers and advertisers may place restrictions on the data we collect or use, either due to legal requirements or business considerations. Existing or new partners could limit our access to their data or determine that they cannot provide data in compliance with applicable privacy laws. Any restrictions, limitations, or changes in technology, consumer behavior, publisher permissions, or regulations that reduce the availability or usefulness of data could impair our ability to deliver effective advertising solutions. This could materially and adversely affect our business, results of operations, and financial condition. Restrictions on cookies, mobile device IDs, CTV tracking, or other technologies could reduce the effectiveness of our platform and materially harm our business. Our platform relies on tracking technologies, including cookies, mobile device identifiers, CTV data collection, and other methods, to collect data that enables advertisers to make more informed decisions about bidding, pricing, and placement of advertising. These technologies do not identify consumers directly but provide information such as when a consumer views or clicks on an advertisement, uses a mobile app, or interacts with content on a smart TV, as well as device characteristics, location, and browser information. Publishers, advertisers, and data partners may also provide us with proprietary data or allow the use of their tracking technologies. 7 Recent and ongoing changes in technology, privacy regulations, and consumer behavior may limit our ability to use these tracking technologies effectively. For example: • Web browsers and operating systems, such as Safari, iOS, and Chrome, are restricting the use of third-party cookies and mobile device identifiers. • CTV and over-the-top platforms are increasingly limiting access to device-level identifiers and tracking mechanisms, and industry standards for consent and data use are still evolving. • Privacy laws and regulations, including GDPR in the European Union, CCPA/CPRA in California, and other U.S. state and global privacy frameworks, require user consent, impose opt-out rights, and may limit the use or sharing of tracking data. If these tracking technologies are restricted, and widely adopted alternatives are not available, our platform could lose insight into consumer activity, making advertising less precise and reducing the value of advertising placements. This could adversely affect our reporting capabilities, the effectiveness of advertising campaigns, and our revenue. We may attempt to develop or adopt alternative methods, such as first-party data collection, probabilistic modeling, or contextual advertising, but these solutions may be time-consuming, costly, less effective, or subject to additional regulatory requirements. Any limitations on the use of cookies, mobile device IDs, CTV tracking, or other tracking technologies could materially and adversely affect our business, results of operations, and financial condition. If we fail to meet content, inventory, and brand safety standards or maintain the trust of advertisers and publishers, our reputation and business could be harmed. We generally do not create or control the content of advertisements or the content of the digital media inventory made available through our platform. Advertisers are responsible for the advertising content they provide, and publishers are responsible for the content of the inventory they offer. Both advertisers and publishers are highly sensitive to brand safety, content integrity and regulatory compliance associated with content they consider inappropriate, competitive, inconsistent with their brands, or illegal. As a result, our reputation and the value of our platform depend, in part, on our ability to provide services that our advertisers and publishers trust and to comply with contractual content and inventory standards. We use third party tools and other processes to review and monitor the inventory provided by publishers to ensure compliance with our standards. However, these tools, have inherent limitations and may not always identify or prevent inventory placements that advertisers or publishers later determine to be unacceptable. We seek to contractually prohibit misuse of our platform by agencies (and their advertiser customers) and by publishers, but we may not always be successful in achieving comprehensive protection or enforcing compliance. Despite these efforts, advertisers may inadvertently purchase inventory that they consider unsuitable for their cases, we may not be able unable to collect revenue from advertisers or recover amounts already paid to publishers, which could adversely affect our results of operations. In addition, standards regarding what advertisers or publishers consider offensive, objectionable or inappropriate are constantly evolving and may vary across geographies, industries and individual customers. Our contractual arrangements and technical controls may not fully anticipate or reflect these changing expectations. Advertisers may also intentionally run campaigns that do not comply with publisher standards, attempt to use targeting practices that are illegal, unethical, or noncompliant, or seek to place advertising in jurisdictions where such advertising is restricted or where the regulatory environment is uncertain. If this occurs, publishers may limit or withdraw inventory from our platform, which could reduce available supply, damage our reputation, and adversely affect our business, operating results and financial condition. Our success depends on our ability to grow rapidly and manage that growth effectively; failure to do so could harm our business and reduce shareholder value. The advertising technology market is highly dynamic and competitive, and our long-term success depends on continued adoption of programmatic advertising and our ability to develop and deploy innovative technologies and solutions that address the evolving needs of advertisers and digital media property owners. To compete effectively with larger, better-capitalized competitors, we believe we must grow our business and achieve greater scale and market reach. Our ability to achieve this growth depends in significant part on the quality of our strategic vision, planning, and execution. The advertising market is evolving rapidly, and strategic decisions regarding product development, technology investments, market positioning, partnerships and acquisitions involve significant risks. If we make incorrect or untimely strategic decisions, we could lose our competitive position, customer confidence or market share, and we may not be able to recover and achieve our objectives. Sustained growth also requires access to capital and our ability to deploy capital efficiently. We must continue to invest in hiring and retaining skilled personnel, expanding and maintaining the infrastructure required to operate our platform, acquiring or integrating complementary businesses or technologies, and developing scalable sales, marketing, finance, administrative and management functions. Rapid growth, or efforts to grow, may place significant strain on our operational, financial and managerial resources and may expose weaknesses in our systems, processes and controls. If we are not able to grow at the pace we anticipate, manage growth effectively, or continue to innovate in response to market changes, the value of our business could decline and our business, results of operations and financial condition could be adversely affected. 8 Industry consolidation and increased competition could harm our business. The advertising technology market is highly competitive and is undergoing significant consolidation. Larger competitors are increasingly acquiring smaller companies, expanding their product offerings, and integrating services across the value chain. The consolidation has increased, and may further increase, pricing pressure on us, as larger competitors are able to offer bundled solutions, leverage their scale, and negotiate more favorable terms with advertisers and publishers than we can. Consolidation may also strengthen relationships between large advertisers, publishers, and dominant advertising technology platforms, making it more difficult for us to retain existing customers or attract new ones. As competitors grow in scale, they may gain greater control over critical data, advanced AI-driven targeting capabilities, or proprietary ad-serving technologies, which could place us at a competitive disadvantage. In addition, increased competition from large, integrated players may create barriers to entry or expansion. These competitors may have greater financial resources, broader customer bases, and more comprehensive product offerings, which could limit our ability to enter new markets, invest in product innovation, or expand our services. If we are unable to compete effectively in this increasingly consolidated market, our revenues, growth prospects, and profitability could be materially adversely affected. The market for programmatic buying for advertising campaigns is evolving. If this market develops slower or differently than we expect, our business, operating results and financial condition could be adversely affected. We derive revenue from programmatic advertising on our end-to-end platform. We expect that programmatic advertising will continue to be our primary source of revenue for the foreseeable future and that our revenue growth will largely depend on increasing our customers’ usage of our platform. While the market for programmatic advertising for desktop and mobile is relatively established, the market in other channels is still emerging, and our current and potential customers may not shift quickly enough to programmatic advertising from other buying methods, which would reduce our growth potential. If the market for programmatic advertising deteriorates or develops more slowly than we expect, it could reduce demand for our platform and our business, growth prospects and financial condition could be adversely affected. Failure to maintain platform integrity, prevent fraud or adapt to changing consumer behavior could harm our business, reputation, and operating results. Our business depends on the trust of advertisers, publishers, and consumers, as well as the effective operation of our platform. If we fail to maintain platform integrity, prevent fraud or respond effectively to changes in consumer behavior and technology, our business, results of operations and financial condition could be adversely affected. We may be subject to fraudulent, deceptive or malicious activities by individuals or organizations seeking to misuse our platform, including attempts to inflate or divert advertising spend, generate fraudulent impressions or clicks, distribute malware, or compromise the systems or devices of publishers or consumers. We use proprietary technology, third-party tools and industry collaboration to detect and mitigate click fraud, malware and other malicious activity, but these measures are not foolproof. Preventing fraud is an industry-wide challenge that requires constant vigilance, and we cannot guarantee that we will be successful in all cases. Any failure to detect or prevent such activity could damage our reputation, reduce advertiser or publisher confidence, result in the loss of business, or expose us to legal claims or liability. Our advertisers and publishers expect advertisements and inventory served through our platform to meet evolving standards related to brand safety, content appropriateness, legality, and quality. Although we use third-party tools and contractual provisions designed to enforce content and inventory standards, these tools have limitations, and we do not independently verify all advertising or publisher content. If advertisers inadvertently purchase inventory, they consider unacceptable, or if publishers believe advertising served through our platform violates their standards or applicable laws, they may reduce or terminate their use of our services, and we may be unable to collect revenue or recoup payments made to publishers. 9 In addition, consumers increasingly use technologies that limit the collection and use of data or the delivery of digital advertising, including cookie blocking or deletion, browser and operating system privacy controls, opt-out mechanisms, subscription-based ad-free services and ad-blocking software. Major browsers, mobile operating systems, and platforms continue to restrict third-party tracking and access to device identifiers, which may reduce the effectiveness of interest-based advertising. Because our platform relies in part on third-party data, these developments could disproportionately impact our ability to deliver targeted advertising compared to competitors with large first-party data assets. If the use of ad-blocking, opt-out or privacy-enhancing technologies continues to grow, the value and effectiveness of digital advertising could decline, adversely affecting demand for our platform. We take steps to mitigate these risks by monitoring our platform for fraud and malware, working with advertisers and publishers to uphold content and inventory standards, and adapting our technology and practices in response to evolving privacy, regulatory and consumer expectations. However, these efforts may not fully prevent the risks described above, and any failure to maintain trust in our platform could materially harm our business, operating results, and financial condition. We must scale our platform infrastructure to support anticipated growth and transaction volume. If we fail to do so, we may limit our ability to process inventory and we may lose revenue. Our business depends on processing inventory in milliseconds, and we must handle an increasingly large volume of such transactions. The addition of new solutions, such as header bidding in mobile and CTV formats, support of evolving advertising formats, handling and use of increasing amounts of data, and overall growth in impressions place growing demands upon our platform infrastructure. If we are unable to grow our platform to support substantial increases in the number of transactions and in the amount of data we process, on a high-performance, cost-effective basis, our business, results of operations and financial condition could be adversely affected. Disruptions to service from our third-party data center hosting facilities and cloud computing and hosting providers could impair the delivery of our services and harm our business. A significant portion of our business relies upon hardware and services that are hosted, managed and controlled by third-party co-location providers for our data centers, and we are dependent on these third parties to provide continuous power, cooling, Internet connectivity and physical and technological security for our servers. In the event that these third-party providers experience any interruption in operations or cease business for any reason, or if we are unable to agree on satisfactory terms for continued hosting relationships, we would be forced to use other service providers or assume some hosting responsibilities ourselves which may come at a significant cost. Even a disruption as brief as a few minutes could have a negative impact on marketplace activities and could result in a loss of revenue. These facilities may be located in areas prone to natural disasters and may experience catastrophic events such as earthquakes, fires, floods, power loss, telecommunications failures, acts of war or terrorism, public health crises, such as the COVID-19 pandemic, and similar events. They may also be subject to break-ins, sabotage, intentional acts of vandalism, cyber-attacks and similar misconduct. Such events could cause damage to, or failure of, our systems generally, or those of the third-party cloud computing and hosting providers, which could result in disruptions to our service and adversely affect our business. We face potential liability and harm to our business based on the human factor of inputting information into our platform. We, or our customers, set up campaigns on our platform using a number of available variables. While our platform includes several checks and balances, it is possible for human error to result in significant over-spending. We offer a number of protections such as daily or overall spending caps, but despite these protections, the ability for overspend exists. For example, campaigns which last for a period of time can be set to pace evenly or as quickly as possible. If a customer with a high credit limit enters an incorrect daily cap with a campaign set to a rapid pace, it is possible for a campaign to accidently go significantly over budget. While our customer contracts state that customers are responsible for media purchased through our platform, we are ultimately responsible for paying the inventory providers and we may be unable to collect when such issues occur. 10 We are subject to cybersecurity risks, including impersonation and fraud schemes that exploit our brand, and any significant failure or breach of our systems, or those of our third party vendors, could harm our business. Our business depends on the secure and reliable operation of our information technology systems and those of our third-party vendors and service providers. We face ongoing cybersecurity risks, including unauthorized access, service disruptions, malware, ransomware, phishing, social engineering, and other cyber-enabled fraud. We have also addressed incidents involving typo-squatting and brand impersonation, in which third parties used domains or digital assets similar to our name or branding. In certain instances, fraudsters misused our brand and logo in connection with “optimizer” scams intended to falsely represent that individuals were being recruited to work for us, when they were not interacting with the Company or any authorized representative. These activities did not involve unauthorized access to our core platform or customer systems, but could harm our reputation and require ongoing monitoring and enforcement efforts. In July 2024, we experienced a cybersecurity incident in which unauthorized individuals gained access to certain systems. While we detected and contained the incident promptly, we cannot guarantee that similar incidents will not occur in the future, or that any new incidents would not have a more severe impact. Although the investigation confirmed that no customer data or financial information was compromised, we recognize the possibility that although not material, at the time, IT systems information may have been exposed. As of the date of this filing, we estimate the direct costs of responding to and remediating the cybersecurity incident to be minimal. Cybersecurity incidents put us at risk for interruptions, outages and breaches of: operational systems, including business, financial, accounting, product development, data processing, and production processes, owned by us or our third-party vendors or suppliers; facility security systems, owned by us or our third-party vendors or suppliers; in-product technology owned by us or our third-party vendors or suppliers; the integrated software in our solutions; or personal data that we process or our third-party vendors or suppliers process on our behalf. Such cyber incidents could materially disrupt operational systems; result in loss of intellectual property, trade secrets or other proprietary or competitively sensitive information; compromise certain information of customers, employees, suppliers, drivers or others; jeopardize the security of our facilities; or affect the performance of in-product technology and the integrated software solutions. A cyber incident could be caused by disasters, insiders (through inadvertence or with malicious intent) or malicious third parties (including nation-states or nation-state supported actors) using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking, fraud, trickery or other forms of deception. The techniques used by cyber attackers change frequently and may be difficult to detect for long periods of time. Although we maintain information technology measures designed to protect us against intellectual property theft, data breaches and other cyber incidents, such measures require constant updates and improvements, and we cannot guarantee that such measures will be adequate to detect, prevent or mitigate cyber incidents. The implementation, maintenance, segregation and improvement of these systems requires significant management time, support and cost. Moreover, there are inherent risks associated with developing, improving, expanding and updating current systems, including the disruption of our data management, procurement, production execution, finance, supply chain and sales and service processes. These risks may affect our ability to manage our data and inventory, procure parts or supplies or produce, sell, deliver and service our solutions, adequately protect our intellectual property or achieve and maintain compliance with, or realize available benefits under, applicable laws, regulations and contracts. We cannot be sure that the systems upon which we rely, including those of our third-party vendors or suppliers, will be effectively implemented, maintained or expanded as planned. If we do not successfully implement, maintain or expand these systems as planned, our operations may be disrupted, our ability to accurately and timely report our financial results could be impaired, and deficiencies may arise in our internal controls over financial reporting, which may impact our ability to certify our financial results. Moreover, our proprietary information or intellectual property could be compromised or misappropriated, and our reputation may be adversely affected. If these systems do not operate as we expect them to, we may be required to expend significant resources to make corrections or find alternative sources for performing these functions. A significant cyber incident could impact production capability, harm our reputation, cause us to breach our contracts with other parties or subject us to regulatory actions or litigation, any of which could materially affect our business, prospects, financial condition and operating results. In addition, our insurance coverage for cyber-attacks may not be sufficient to cover all the losses we may experience as a result of a cyber incident. Any problems with our third-party cloud hosting providers, whether due to cyber security failures or other causes, could result in lengthy interruptions in our business. 11 Any failure to protect our intellectual property rights could negatively impact our business. We regard the protection of our intellectual property, which includes trade secrets, copyrights, trademarks and domain names, as critical to our success. We rely on a combination of patent, trademark, copyright, trade secret laws, confidentiality procedures and contractual provisions to protect our proprietary methods and technologies, and own more than 50 patents. We generally enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with parties with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information. However, we may not be successful in executing these agreements with every party who has access to our confidential information or contributes to the development of our intellectual property. Those agreements that we do execute may be breached, and we may not have adequate remedies for any such breach. These contractual arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our intellectual property or deter independent development of similar intellectual property by others. Breaches of the security of our solutions, databases or other resources could expose us to a risk of loss or unauthorized disclosure of information collected, stored or transmitted for, or on behalf of, advertisers or publishers, or of cookies, data stored in cookies, other user information or other proprietary or confidential information. In addition, we register certain domain names, trademarks and service marks in the United States and in certain locations outside the United States. We also rely upon common law protection for certain marks. Any of our patents, trademarks or other intellectual property rights may be challenged by others or invalidated through administrative process or litigation. We recently rebranded our Company’s various businesses under the name “Nexxen” and associated Nexxen logo, in order to further promote our unified service and product offerings and Company has invested resources in its rebranding. Our competitors and others could attempt to capitalize on our brand recognition by using domain names or business names similar to ours. Domain names and trademarks similar to ours have been registered in the United States and elsewhere. We may be unable to prevent third parties from acquiring or using domain names and other trademarks that infringe on, are similar to, or otherwise decrease the value of our brands, trademarks or service marks. Effective trade secrets, copyright, trademark, domain name and patent protection are expensive to develop and maintain, both in terms of initial and ongoing registration requirements and the costs of defending our rights. We may be required to protect our intellectual property in an increasing number of jurisdictions, a process that is expensive and may not be successful or which we may not pursue in every location. We may, over time, increase our investment in protecting our intellectual property through additional filings that could be expensive and time-consuming. Risks Relating to the Market in Which We Operate Reliance on non-proprietary technology, software, products, and services could harm our business. We rely on third-party or open-source technology, software, products, and data to support critical functions of our platform, including delivering targeted advertising campaigns. Our ability to obtain and maintain these resources on commercially reasonable terms is essential to our operations. If these technologies, products, or data sets become unavailable, fail to perform as expected or are subject to terms we cannot accept, we could experience service disruptions, errors, or higher costs. Negotiating and integrating third-party technology can be complex, costly and time-consuming matters, and may require upfront commitments or ongoing fees. Any failure by a third-party provider to maintain, support, secure, or provide their technology or data could materially affect our platform, administrative processes, or other aspects of our business. Changes in costs or availability of these services could force us to find alternatives, which may cause delays, outages, or difficulties in delivering our services. 12 Our revenue and results of operations are highly dependent on the overall demand for advertising. Factors that affect the amount of advertising spending, such as economic downturns, inflation, supply constraints, geopolitical issues, evolving U.S. and global trade dynamics (including tariffs), and pandemics, can make it difficult to predict our revenue and could adversely affect our business, results of operations and financial condition. Our business depends on the overall demand for advertising and on the economic health of our current and prospective advertisers. Advertisers have been impacted by challenging and evolving macroeconomic conditions, in some instances creating headwinds related to inflation, high interest rates, evolving U.S. and global trade dynamics (including tariffs), and global supply chain constraints. Our business has been and may be impacted in the future by several factors including international hostilities (such as the United States-Israel-Iran war, and the war and hostilities involving Israel, Hamas, Hezbollah, and Yemen, and the Russia-Ukraine war), inflation, interest rate fluctuations, evolving U.S. and global trade dynamics (including tariffs), pandemics and the resulting economic uncertainty in the United States and global economies. Many advertisers have also suffered and continue to do so as a result of economic downturn, inflation, interest rates, evolving U.S. and global trade policies (including tariffs), and residual impacts from the COVID-19 pandemic, including global supply chain constraints which materially impacted certain verticals. Many marketing budgets decreased their advertising spending as a response to the economic uncertainty and decline in business activity due to macroeconomic conditions which have, and may continue to have, a negative impact on our revenue and results of operations. Macroeconomic factors and uncertainty could cause advertisers to reduce their advertising budgets, and may include the following: • adverse economic conditions, rising inflation and interest rates, and general uncertainty about an economic downturn, particularly in North America where we do most of our business including recession and depression concerns; • instability in political or market conditions generally; • changes in the pricing policies of publishers and competitors; • any changes in tax treatment of advertising expenses and the deductibility thereof; • the seasonal nature of advertising spend on digital advertising campaigns; • changes and uncertainty in the regulatory and business environment (for example, when Apple or Google change policies for their browsers and operating systems); • geopolitical hostilities and uncertainty within the U.S. and global political landscape which might create challenges for customers and impact advertising activities; and • evolving U.S. and global trade dynamics (including tariffs). Reductions in overall advertising spending as a result of these factors could make it difficult to predict our revenue and could adversely affect our business, results of operations, and financial condition. Our global operations expose us to risks beyond our control, which could adversely affect our financial results. We operate in 180 countries and territories, and our business is exposed to a variety of risks that are largely outside of our control. These include political unrest and regional hostilities, such as the United States-Israel-Iran war and the war and hostilities involving Israel, Hamas, Hezbollah, and Yemen, the Russia-Ukraine war, and rising tensions between China and Taiwan, as well as strikes, civil unrest, and other political events. Other factors beyond our control include natural disasters, severe weather, climate change, pandemics, or global health emergencies, disruptions to infrastructure or utilities, cyberattacks, acts of war or terrorism, and other unforeseen events. Although we cannot predict the timing or impact of such events, they could materially disrupt our operations, damage our reputation, and adversely affect our business, results of operations, and financial condition. Health epidemics, pandemics, and other infectious disease outbreaks could adversely affect our business. Our business and operations have been, and could in the future be adversely affected by health epidemics, pandemics, and other infectious disease outbreaks, such as the global COVID-19 pandemic. Economic disruptions caused by such events, such as recessions, inflation, or other sustained market instability, can materially impact our customers’ and potential customers’ ability or willingness to spend on advertising. Because we are typically required to pay advertising inventory and data suppliers within a negotiated period of time, regardless of whether our customers pay us on time, or at all, we may not be able to renegotiate better terms. As a result, our financial condition and results of operations may be adversely impacted if the business or financial condition of advertisers and marketers is negatively affected by an infectious disease. Our business depends on the overall demand for advertising and on the economic health of advertisers and publishers that benefit from our platform. As seen during the COVID-19 pandemic, economic uncertainty or downturns can lead advertisers to reduce or pause their advertising budgets, which could decrease usage of our platform and materially harm our business, operating results and financial condition. There are risks related to the use and development of Generative Artificial Intelligence (“AI”) The increasing adoption and regulatory scrutiny of generative AI technologies may present risks that could materially impact our business, operations, and reputation. We currently utilize or may in the future integrate generative AI technologies into certain aspects of our business, including product development, customer service, content creation, and operational efficiencies. While generative AI offers significant potential benefits, it also presents several risks including compliance with laws and regulations, intellectual property and legal liability concerns, data privacy and security risks, and ethical issues, bias, or misinformation that could arise from AI outputs. If we are unable to effectively manage these risks, our business operations, regulatory compliance, financial results, and reputation may be materially harmed. 13 Any decrease in the use of the advertising or publishing channels that we primarily depend on, or failure to expand into emerging channels, could adversely affect our business, results of operations and financial condition. The future growth of our business could be constrained by the level of acceptance and expansion of emerging channels, as well as the continued use and growth of existing channels in which our capabilities are more established. Our revenue growth may depend on our ability to expand within mobile and, in particular, CTV, and we have been, and are continuing to, enhance such channels. We may not be able to accurately predict changes in overall advertiser demand for the channels in which we operate and cannot assure you that our investment in formats will correspond to any such trends. For example, we cannot predict whether the growth in demand for our CTV offering will continue. Any decrease in the use of existing channels, whether due to advertisers or publishers losing confidence in the value or effectiveness of such channels, regulatory restrictions or other causes, or any inability to further penetrate CTV or enter new and emerging advertising channels, could adversely affect our business, results of operations, and financial condition. If CTV advertising develops in ways that limit the delivery of ads to viewers, our business, results of operations and financial condition could be adversely affected. While online video advertising has grown rapidly, programmatic solutions for CTV are still relatively new compared to desktop and mobile video advertising. Many CTV publishers with cable or broadcast television backgrounds may have limited experience with digital advertising, and in particular programmatic advertising. For these publishers, it is extremely important to protect the quality of the viewer experience to maintain brand goodwill and ensure that online advertising efforts do not create sales channel conflicts or otherwise detract from their direct sales force. In this regard, programmatic advertising presents a number of potential challenges, including the ability to ensure that ads are brand safe, comply with business rules around competitive separation, are not overly repetitive, are played at the appropriate volume and do not cause delays in load-time of content. We believe that our platform is well-positioned to allow publishers the opportunity to achieve these goals and also reliably achieve “ad podding,” or the placement of the desired number of advertisements in commercial breaks. Although we have invested significant time and resources to build relationships with CTV publishers, establish best practices, and demonstrate the benefits of programmatic advertising, there is no assurance that CTV publishers will adopt these solutions at the pace we anticipate, or at all. If adoption is slower than expected, our business, results of operations, and financial condition could be materially affected. The market in which we participate is intensely competitive, and we may not be able to compete successfully with our current or future competitors. We operate in a highly competitive and rapidly changing industry. We expect competition to persist and intensify in the future, which could harm our ability to increase revenue, expand our market share, and maintain or increase profitability. New technologies and methods of buying advertising present a dynamic competitive challenge, as market participants develop and offer new products and services such as products and services utilizing generative artificial intelligence, analytics, and automated media buying and exchanges, aimed at capturing advertising spend or disrupting the digital marketing landscape. Further, our competitors have begun and will continue to offer similar products or services to those we currently offer, including our end-to-end platform, and our ability to compete effectively could be significantly compromised. We may also face competition from new companies entering the market, including large established companies and companies that we do not yet know about or do not yet exist. For example, certain large, established DSPs within the industry have begun enacting supply path optimization (“SPO”) initiatives which could potentially reduce advertising spend on our platform or within the broader open internet. If existing or new companies develop, market or resell competitive high-value products or services that result in additional competition for advertising spend or advertising inventory, or if they acquire one of our existing competitors or form a strategic alliance with one of our competitors, our ability to compete effectively could be significantly compromised and our results of operations could be harmed. Our current and potential competitors may have significantly more financial, technical, marketing and other resources than we have, which may allow them to devote greater resources to the development, promotion, sale and support of their products and services. They may also have more extensive advertiser bases and broader publisher relationships than we have and may be better positioned to execute on advertising conducted over certain channels, such as social media, mobile and video. Some of our competitors may have a longer operating history and greater name recognition. As a result, these competitors may be better able to respond quickly to new technologies, develop deeper advertiser relationships or offer services at lower prices. Any of these developments would make it more difficult for us to sell our platform and could result in increased pricing pressure, increased sales and marketing expense, or the loss of market share. 14 Seasonal fluctuations or market changes in advertising activity could have a material impact on our revenue, cash flow and operating results. Our revenue, cash flow, operating results and other key operating and performance metrics may vary from quarter to quarter due to the seasonal nature of our customers’ spending on advertising campaigns. For example, in prior years, customers tended to devote more of their advertising budgets to the fourth calendar quarter to coincide with consumer holiday spending. In contrast, the first quarter of the calendar year has typically been the weakest in terms of advertising spend. Political advertising could also cause our revenue to increase during election cycles and decrease during other periods, making it difficult to predict our revenue, cash flow and operating results, all of which could fall below our expectations. In addition, adverse economic conditions, inflation, changes in foreign exchange rates or interest rates, evolving U.S. and global trade dynamics (including tariffs), or general economic uncertainty, may cause customers to decrease their advertising spend, which could adversely affect our revenue, cash flow and operating results. If we do not effectively grow and train our sales and support teams, we may be unable to add new customers or increase usage of our platform by our existing customers, and our business will be adversely affected. We are substantially dependent on our sales and support teams to obtain new customers and to increase usage of our platform by our existing customers. We believe that there is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve revenue growth will depend, in large part, on our success in recruiting, training, integrating and retaining sufficient numbers of sales personnel to support our growth. Due to the complexity of our platform, a significant time lag exists between the hiring date of sales and support personnel and the time when they become fully productive. Our recent and planned hires may not become productive as quickly as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. If we are unable to hire and train sufficient numbers of effective sales personnel, or the sales personnel are not successful in obtaining new customers or increasing our existing customers’ spend with us, our business may be adversely affected. Risks Relating to Global Operations Including Location in Israel and Our Employees Our long-term success depends on our ability to operate internationally, making us susceptible to risks associated with cross-border sales and operations. We serve advertisements in 180 countries and maintain offices in North America, Europe, Asia and Australia. Our expansive global footprint subjects us to a variety of risks and burdens, including: • the need to localize our solutions, including product customizations and adaptation for local practices and regulatory requirements; • lack of familiarity and burdens of ongoing compliance with local laws, legal standards, regulatory requirements, tariffs, customs formalities and other barriers, including restrictions on advertising practices, regulations governing online services, restrictions on importation or shipping of specified or proscribed items, importation quotas, shopper protection laws, enforcement of intellectual property rights, laws dealing with shopper and data protection, privacy, encryption, denied parties and sanctions, and restrictions on pricing or discounts; • heightened exposure to fraud; • legal uncertainty in foreign countries with less developed legal systems; • unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or customs formalities, embargoes, exchange controls, government controls or other trade restrictions; • differing technology standards; • difficulties in managing and staffing international operations and differing employer/employee relationships; • fluctuations in exchange rates that may increase our foreign exchange exposure. • potentially adverse tax consequences, variations in tax policies among countries where we conduct business, including the complexities of foreign tax laws (including value added, withholding and digital services taxes) and restrictions on the repatriation of earnings; 15 • increased likelihood of potential or actual violations of domestic and international anti-money laundering laws and anticorruption laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”) and the U.K. Bribery Act 2010 (the “U.K. Bribery Act”), which correlates with the scope of our sales and operations in foreign jurisdictions and operations in certain industries, such that an increase in such operations would increase risk of non-compliance with the aforementioned laws; • uncertain political and economic climates in foreign markets, including potential for geopolitical hostilities and war; • managing and staffing operations over a broader geographic area with varying cultural norms and customs; • varying levels of Internet and mobile technology adoption and infrastructure; • reduced or varied protection for intellectual property rights in some countries; and • new and different sources of competition. These factors may require significant management attention and financial resources. Any negative impact from our international business efforts could adversely affect our business, results of operations and financial condition. We depend on our executive officers and other key employees, and the loss of one or more of these employees could harm our business. Our success depends largely upon the continued services of our executive officers and other key employees. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. While we have some required notice periods with a limited number of executives, we do not, generally, have employment agreements with our executive officers or other key personnel that require them to continue to work for us for any specified period and, therefore, they could terminate their employment with us at any time subject only to the notice periods prescribed by their respective executive agreements. The loss of one or more of our executive officers or key employees could harm our business. Inability to attract and retain other highly skilled employees could harm our business. To execute our growth plan, we must attract and retain highly qualified personnel. Competition where we maintain offices is intense, especially for engineers experienced in designing and developing software and experienced sales professionals. We have from time to time experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have and may attempt to recruit our highly skilled employees. In addition, certain domestic immigration laws restrict or limit our ability to recruit internationally. Any changes to Israeli, United Kingdom, European or U.S. immigration policies that restrain the flow of technical and professional talent may inhibit our ability to recruit and retain highly qualified employees. In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived value of our equity awards declines, it may harm our ability to recruit and retain highly skilled employees. Volatility or lack of appreciation in the price of our Shares may also affect our ability to attract and retain our key employees. Many of our senior personnel and other key employees have become, or will soon become, vested in a substantial amount of restricted stock units (“RSUs”) and performance share units (“PSUs”). Employees may be more likely to leave us if the shares they own or the shares underlying their RSUs or PSUs have significantly decreased in value relative to the original purchase price of the shares. The impact of political, economic and military conditions in Israel, and surrounding regions, could materially and adversely affect our business. We are incorporated under Israeli law and our principal executive offices are located in Israel. Many of our employees, including certain management members, operate from our offices located in Tel Aviv, Israel. In addition, several of our officers and one of our directors, including our Chief Executive Officer and Chief Financial Officer, are residents of Israel. Accordingly, political, economic, and military conditions in Israel and the surrounding regions may directly affect our business and operations. In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Following the attacks, Israel declared war against Hamas and a military campaign against the terrorist organization commenced by the Israel Defense Force (“IDF”). In addition, Hezbollah has also launched attacks against Israeli military sites and troops, and against Israeli towns, and in response to these attacks, the IDF carried out a military operation in Lebanon, including raids on territories controlled by Hezbollah in Southern Lebanon and strikes on sites belonging to Hezbollah in Lebanon. On a separate border, Israel was required to take limited preemptive military actions in Southern Syria in light of the fall of the Assad regime and the takeover of Syria by the Syrian rebels. 16 Further, Israel faces threats from more distant neighbors, in particular, Iran which conducted missile attacks on Israel in 2024 and 2025, has targeted cyber-attacks against Israeli entities and may be developing nuclear weapons; and the Houthi movement, which controls parts of Yemen and launched, among others, a number of attacks on Israel and marine vessels traversing the Red Sea. The Red Sea is a vital maritime route for international trade traveling to and from Israel. As a result of such disruptions, we may experience in the future delays in supplier deliveries, extended lead times, and increased cost of freight, increased insurance costs, increased purchased materials and manufacturing labor costs. The risk of ongoing supply disruptions may have adverse impact on economic conditions in Israel. Further, many Israeli citizens are obligated to perform up to several weeks of annual military reserve duty each year. Our operations could be disrupted by such call-ups, which may include the call-up of members of our management. During the war and hostilities in Israel, the IDF has called up hundreds of thousands of its reserve forces to serve. A number of our Israeli team employees and their family members are subject to military service in the IDF and many of them were called to serve. Such disruption could materially and adversely affect our business, prospects, financial condition, and results of operations On February 28, 2026, Israel and the United States launched a joint attack on Iran, targeting key officials, military commanders and facilities, including the assassination of the Iran's Supreme Leader and other key officials and military commanders. Iran launched hundreds of ballistic missiles and drones against civilian targets in Israel and against U.S. military bases, civilian aviation facilities and other civilian targets in several countries in the Persian Gulf. Military activity and hostilities continue to exist at varying levels of intensity, and the situations remain volatile, with the potential for escalation into a broader regional conflict. We continue to monitor political and military developments closely and examine the consequences for our operations, assets and financial and operational results. The intensity and duration of Israel’s military endeavors on multiple fronts are difficult to predict, as are the economic implications of the foregoing on our business and operations in particular, and on Israel’s economy in general. These events may be intertwined with wider macroeconomic indications of a deterioration of Israel’s economic standing, that may involve an additional downgrade in Israel’s credit rating by rating agencies (such as the downgrades by Moody’s, S&P and Fitch Rating agencies of the credit rating of Israel), which may have a material adverse effect on our company and its ability to effectively conduct its operations. Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts or political instability in the region would likely negatively affect business conditions and could harm our results of operations. Further, the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our results of operations, financial condition or the expansion of our business. A campaign of boycotts, divestment, and sanctions has been undertaken against Israel, which could also adversely affect our business. Actual or perceived political instability in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations, and prospects. Finally, the current elected government in Israel is pursuing certain reforms to Israel’s judicial system. Certain financial, legal and commercial organizations and entities have claimed that such changes, if adopted, could adversely affect the macroeconomic condition in which we operate. At this stage, the proposed legislation has not become effective, and its scope has not been fully determined; we cannot assess the potential impacts of these changes and their likelihood on our business, prospects, financial condition, and results of operation. Your rights and responsibilities as our shareholder will be governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. corporations. We are incorporated under Israeli law. The rights and responsibilities of holders of our Shares are governed by our amended and restated articles of association and the Israeli Companies Law, 5759-1999 (the “Companies Law”). These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S. corporations. In particular, pursuant to the Companies Law, each shareholder of an Israeli company has to act in good faith and in a customary manner in exercising his, her or its rights and fulfilling his, her or its obligations toward the Company and other shareholders and to refrain from abusing his, her or its power in the Company, including, among other things, in voting at the general meeting of shareholders, on amendments to a company’s articles of association, increases in a company’s authorized share capital, mergers and certain transactions requiring shareholders’ approval under the Companies Law. In addition, a controlling shareholder of an Israeli company or a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or who has the power to appoint or prevent the appointment of a director or officer in the Company, or has other powers toward the Company, has a duty of fairness toward the Company. However, Israeli law does not define the substance of this duty of fairness. There is little case law available to assist in understanding the implications of these provisions that govern shareholder behavior. 17 Provisions of Israeli law and our amended and restated articles of association may delay, prevent, or make undesirable an acquisition of all or a significant portion of our Shares or assets. Provisions of Israeli law and our amended and restated articles of association could have the effect of delaying or preventing a change in control and may make it more difficult for a third party to acquire us, or our shareholders to elect different individuals to our board of directors, even if doing so would be considered to be beneficial by some of our shareholders, and may limit the price that investors may be willing to pay in the future for our Shares. Among other things: • Israeli corporate law regulates mergers and requires that a tender offer be effected when more than a specified percentage of shares in a company are purchased; • Israeli corporate law requires special approvals for certain transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to these types of transactions; • Israeli corporate law does not provide for shareholder action by written consent for public companies, thereby requiring all shareholder actions to be taken at a general meeting of shareholders; • our amended and restated articles of association do not permit a director to be removed except by a vote of the holders of at least 65% of our outstanding shares entitled to vote at a general meeting of shareholders; and • our amended and restated articles of association provide that director vacancies may be filled by our board of directors. Furthermore, Israeli tax considerations may make potential transactions less appealing to us or to some of our shareholders whose country of residence does not have a tax treaty with Israel granting tax relief or exempting such shareholders from Israeli tax. Our amended and restated articles of association provide that unless we consent to an alternate forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any claims arising under the Securities Act of 1933, as amended (the “Securities Act”), which may limit the ability of our shareholders to initiate litigation against us or increase the cost thereof. Our amended and restated articles of association provide that unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions, and accordingly, both state and federal courts have jurisdiction to entertain such claims. While the federal forum provision in our amended and restated articles of association does not restrict the ability of our shareholders to bring claims under the Securities Act, we recognize that it may limit shareholders’ ability to bring a claim in the judicial forum that they find favorable and may increase certain litigation costs, which may discourage the filing of claims under the Securities Act against the Company, its directors and officers. However, the enforceability of similar forum provisions (including exclusive federal forum provisions for actions, suits or proceedings asserting a cause of action arising under the Securities Act) in other companies’ organizational documents has been challenged in legal proceedings, and there is uncertainty as to whether courts would enforce the exclusive forum provisions in our amended and restated articles of association. If a court were to find the choice of forum provision contained in our amended and restated articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition, and results of operations. We note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder may have the effect of discouraging lawsuits against our directors and officers. 18 It may be difficult to enforce a U.S. judgment against us, our officers and directors in Israel or the United States, or to assert U.S. securities laws claims in Israel or serve process on our officers and directors. Not all of our directors or officers are residents of the United States and most of their and our assets are located outside the United States. Service of process upon us or our non-U.S. resident directors and officers and enforcement of judgments obtained in the United States against us or our non-U.S. our directors and executive officers may be difficult to obtain within the United States. We have been informed by our legal counsel in Israel that it may be difficult to assert claims under U.S. securities laws in original actions instituted in Israel or obtain a judgment based on the civil liability provisions of U.S. federal securities laws. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws against us or our non-U.S. officers and directors because Israel may not be the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing the matters described above. Israeli courts might not enforce judgments rendered outside Israel, which may make it difficult to collect on judgments rendered against us or our non-U.S. officers and directors. Moreover, an Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases), if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in the absence of due process, if it is at variance with another valid judgment that was given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought. Risks Relating to Our Financial Position Our operating history makes it difficult to evaluate our business and prospects and may increase the risk associated with your investment. Our business has evolved over time, including through several successful acquisitions such as our acquisitions of RhythmOne plc (“RhythmOne”) in 2019, Unruly Holdings Limited and Unruly Media, Inc. (collectively, “Unruly”) in 2020, SpearAd in 2021 and Amobee in 2022, such that our operating history makes it difficult to evaluate our current business and future prospects. As a result of such acquisitions, our financial results across different periods may not be directly comparable. We expect to face challenges, risks and difficulties frequently experienced by growing companies in rapidly developing industries, including those relating to: • recruiting, integrating and retaining qualified and motivated employees, particularly engineers • developing, maintaining and expanding relationships with publishers, agencies and advertisers; • innovating and developing new solutions that are adopted by and meet the needs of publishers, agencies and advertisers; • competing against companies with a larger customer base or greater financial or technical resources; • global economic disruption and technological changes; • further expanding our global footprint; • managing expenses as we invest in our infrastructure and platform technology to scale our business and operate as a U.S. listed public company; and • responding to evolving industry standards and government regulations that impact our business, particularly in the areas of data protection and consumer privacy. If we are not successful in addressing these and other issues, our business may suffer, our revenue may decline and we may not be able to achieve further growth or sustain profitability. 19 We often have long sales cycles, which can result in significant time and investment between initial contact with a prospect and execution of an agreement with an advertiser or publisher, making it difficult to project when, if at all, we will obtain new advertisers or publishers, and when we will generate revenue from them. Our sales cycle, from initial contact to contract execution and implementation, can take significant time. As part of our sales cycle, we may incur significant expenses before we generate any revenue from a prospective advertiser or publisher, if at all. We have no assurance that the substantial time and money spent on our sales efforts will generate significant revenue. If conditions in the marketplace, generally or with a specific prospective advertiser or publisher, change negatively, it is possible that we will be unable to recover any of these expenses. Our sales efforts involve educating advertisers and publishers about the use, technical capabilities and benefits of our platform. Some advertisers and publishers undertake an evaluation process that frequently involves not only our platform but also the offerings of our competitors. As a result, it is difficult to predict when we will obtain new advertisers or publishers and begin generating revenue from them. Even if our sales efforts result in obtaining a new advertiser or publisher, the advertiser or publisher controls when and to what extent it uses our platform and therefore the amount of revenue we generate, and it may not sufficiently justify the expenses incurred to acquire the advertiser or publisher and the related training support. As a result, we may not be able to add advertisers or publishers to our customer base, or generate revenue, as quickly as we may expect, which could harm our growth prospects. We are subject to payment-related risks and, if our advertisers do not pay or dispute their invoices, our business, financial condition and operating results may be adversely affected. Many of our contracts with advertising agencies provide that if the advertiser does not pay the agency, the agency is not liable to us, and we must seek payment solely from the advertiser, a type of arrangement called sequential liability. Contracting with these agencies, which in some cases have or may develop higher-risk credit profiles, may subject us to greater credit risk than if we were to contract directly with advertisers. This credit risk may vary depending on the nature of an advertising agency’s aggregated advertiser base. We may also be involved in disputes with agencies and their marketers over the operation of our platform, the terms of our agreements or our billings for purchases made by them through our platform. When we are unable to collect or make adjustments to our bills to advertisers, we incur write-offs for bad debt, which could have a material adverse effect on our results of operations for the periods in which the write-offs occur. In the future, bad debt may exceed reserves for such contingencies and our bad debt exposure may increase over time. Any increase in write-offs for bad debt could have a materially negative effect on our business, operating results and financial condition. Furthermore, we are generally contractually required to pay suppliers of advertising inventory and data within a negotiated period of time, regardless of whether our advertisers or publishers pay us on time, or at all. While we attempt to negotiate long payment periods with our suppliers and shorter periods with our advertisers and publishers, we are not always successful. As a result, our accounts payable are often due on shorter cycles than our accounts receivables, requiring us to remit payments from our own funds, and accept the risk of bad debt. This payment process will increasingly consume working capital if we continue to be successful in growing our business. In addition, like many companies in our industry, we often experience slow payment by advertising agencies. In this regard, we had average days sales outstanding (“DSO”) of 80 days and average days payable outstanding (“DPO”) of 77 days for the year ended December 31, 2025. We compute our average DSO as of a given month end based on a weighted average of outstanding accounts receivable. Specifically, the DSO is calculated by dividing the average accounts receivable during a given period by the total value of billing revenue during the same period, and then multiplying the result by the number of days in the period being measured. We compute our DPO as of a given month end by dividing our trade payables (including accrued liabilities) by the average daily cost of media, data, other direct costs and certain operating expenses. Historically, our DSOs have fluctuated. If our DSOs increase significantly, and we are unable to borrow against these receivables on commercially acceptable terms, our working capital availability could be reduced, and as a consequence our results of operations and financial condition would be adversely impacted. We cannot assure you that as we continue to grow, our business will generate sufficient cash flow from operations to fund our working capital needs. If our cash flows are insufficient to fund our working capital requirements, we may not be able to grow at the rate we currently expect or at all. 20 Any future acquisitions or strategic investments could be difficult to integrate, divert the attention of management, and could disrupt our business, dilute shareholder value and adversely affect our business, results of operations and financial condition. As part of our growth strategy, we have pursued strategic acquisitions, such as our acquisitions of RhythmOne in 2019, Unruly in 2020, SpearAd in 2021 and Amobee in 2022, and our investments in Hisense’s V (formerly known as “VIDAA”) platform in 2022 and 2025, and we may acquire or invest in other businesses, assets or technologies that are complementary to our business and align with our strategic goals. Any acquisition or investment may divert the attention of management and require us to use significant amounts of cash, issue dilutive equity securities or incur debt. In addition, the anticipated benefits of any acquisition or investment may not be realized, and we may be exposed to unknown risks, any of which could adversely affect our business, results of operations and financial condition, including risks arising from: • difficulties in integrating the operations, technologies, product or service offerings, administrative systems and personnel of acquired businesses, especially if those businesses operate outside of our core competency or geographies in which we currently operate; • ineffectiveness or incompatibility of acquired technologies or solutions; • potential loss of key employees of the acquired business; • inability to maintain key business relationships and reputation of the acquired business; • diversion of management attention from other business concerns; • litigation arising from the acquisition or the activities of the acquired business, including claims from excluded assets, terminated employees, customers, former shareholders or other third parties; • assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights, or increase our risk of liability; • complications in the integration of acquired businesses or diminished prospects; • failure to generate the expected financial results and synergies related to an acquisition on a timely manner or at all; • failure to realize returns on investments (such as our investment in V) • failure to accurately forecast the impact of an acquisition transaction; and • implementation or remediation of effective controls, procedures and policies for acquired businesses. To fund future acquisitions, we may obtain additional debt financing, pay cash or issue additional Shares, which could dilute our shareholders’ value or diminish our cash reserves. Borrowing to fund the Amobee acquisition resulted in increased fixed obligations and subjected us to covenants or other restrictions that can potentially limit the ability to run our business. Our use of borrowings under our revolving credit facility could adversely affect our financial condition, liquidity, and ability to meet our obligations. In September 2022, Nexxen Group US Holdings Inc. entered into a $90 million senior secured term loan facility (the “Term Loan Facility”) and a $90 million senior secured revolving credit facility (the “Revolving Credit Facility”). We used the net proceeds of the Term Loan Facility and $10 million of net proceeds of the Revolving Credit Facility to fund a portion of the purchase price of the Amobee acquisition in 2022. The loan period was 3 years from the date it was obtained. On April 9, 2024, the Company repaid its outstanding Term Loan Facility in full, together with its then outstanding Revolving Credit Facility borrowings, in the total amount of $100 million. No early termination penalties were incurred. On May 29, 2025, the Company entered into a second amendment to the credit agreement (the “Second Amendment”), pursuant to which, among other things, the total committed Revolving Credit Facility was reduced from $90 million to $50 million and the maturity date of the Revolving Credit Facility was extended to September 2027. As of December 31, 2025, no amounts were outstanding under the Revolving Credit Facility. We must pay a commitment fee on the undrawn amounts and we may draw upon from time to time to finance our operations, capital expenditures, or other corporate purposes. Our use of this Revolving Credit Facility presents several risks that could adversely impact our financial condition, liquidity, and ability to meet our obligations. First, increased borrowings under our Revolving Credit Facility could result in higher leverage, increasing our debt service obligations and reducing financial flexibility. As we draw down funds, our interest expense will rise, potentially reducing our profitability and ability to invest in growth initiatives. If interest rates increase, our cost of borrowing could rise significantly, particularly if our facility has variable interest rate provisions. Second, utilizing our Revolving Credit Facility may impact our liquidity and financial stability. If we fully utilize available credit and are unable to generate sufficient cash flow from operations, we may face liquidity constraints that could impair our ability to meet short-term obligations, repay debt, or fund necessary expenditures. Additionally, if we require further financing beyond our Revolving Credit Facility, there is no guarantee that additional funding will be available on favorable terms or at all. Third, our ability to borrow under the Revolving Credit Facility is subject to covenant compliance and lender discretion. Our credit agreement may impose financial covenants, including leverage ratios, interest coverage ratios, or other restrictions on our operations. If we fail to meet these covenants, we may be required to seek amendments or waivers from our lenders, which may not be granted. In the event of non-compliance, our lenders could accelerate repayment obligations, restrict further borrowing, or impose additional conditions, any of which could materially impact our financial position. Lastly, adverse market or economic conditions, changes in lender risk assessments, or broader disruptions in the credit markets could reduce our access to the Revolving Credit Facility. If our lenders become unwilling or unable to provide funding, we may not be able to draw down necessary funds when needed, which could negatively affect our operations and strategic initiatives. If any of these risks materialize, our financial condition, cash flows, and ability to meet our obligations could be materially and adversely affected. 21 Risks Relating to Legal or Regulatory Constraints We are subject to evolving laws, regulations, and publisher restrictions on political advertising, which could increase costs or reduce revenue. We are subject to laws and regulations governing political advertising, including federal and state laws in the United States and national and provincial laws worldwide. These laws and regulations are evolving rapidly, and many platforms, including our publishers, may impose restrictions on receiving political advertising. The lack of uniformity and increasing compliance requirements for political advertising, such as disclosure obligations, transparency standards, targeting restrictions, and reporting requirements, may increase our operating and compliance costs and expose us to potential regulatory liability. Changes in law or regulations, or publisher-imposed restrictions could also reduce the amount of political advertising placed through our platform, which could materially and adversely affect our business, results of operation, and financial condition. Evolving privacy, data protection, and consumer protection laws and technical restrictions could increase costs, limit data, and harm our business. We collect, store, process, and share data about consumers to operate our platform and deliver advertising services. Our data activities are subject to federal, state and foreign laws, regulations, industry standards, and contractual obligations. These rules are constantly evolving, and their interpretation, enforcement, and application remain uncertain. U.S. Data Privacy and Consumer Protection Laws In the United States, we are subject to laws and regulations such as the Federal Trade Commission Act, which prohibits “unfair” or “deceptive” practices, as well as federal and state privacy and consumer protection laws. California has enacted the California Consumer Privacy Act (“CCPA”) as amended by the California Privacy Rights Act (“CPRA”), which provide consumers with expanded rights to access, delete, and opt out of the sale or share of personal information and impose additional requirements on cross-context behavioral advertising. Similar privacy laws have been enacted in twenty states, including Colorado, Connecticut, Virginia, and Texas. Failure to comply with U.S. laws and regulations, or changes in their interpretation, could increase compliance costs, limit access to data critical for advertising, reduce revenue, or expose us to regulatory enforcement, litigation, fines, or other penalties. California Invasion of Privacy Act In addition to consent and opt-out obligations under privacy and data protection laws, we face potential liability under the California Invasion of Privacy Act (“CIPA”). Plaintiffs have asserted that the use of third-party analytics, tracking technologies, cookies, and similar tools constitute “eavesdropping” or “wiretapping” under CIPA, even where such technologies are deployed to analyze consumer behavior or support advertising and marketing services. Because our platform processes data across publishers, advertisers, and consumer interactions using online tracking technologies to deliver targeted advertising, we may face CIPA claims. If CIPA claims are successfully asserted against us, we could incur material litigation costs, settlements or judgments, injunctive relief, reputational harm, and adverse impacts on our business operations. EU, UK, and Other International Laws In the European Economic Area (“EEA”) and the United Kingdom, we are subject to the General Data Protection Regulation (“GDPR”), UK GDPR, the ePrivacy Directive (as implemented in national laws, including the UK Privacy and Electronic Communications Regulations) and other local privacy and data protection laws. These laws impose strict requirements on the collection, processing, sharing, storage, and transfer of personal data, including obligations for transparency, data subject rights (e.g., access, deletion, and portability), breach notification, retention limits, and accountability. 22 In addition, the ePrivacy regime specifically regulates among other things the use of cookies and similar tracking technologies. In particular, it requires consent (subject to exceptions) for storing or accessing information on a user’s device, such as through cookies, SDKs, pixels, and other tracking technologies, and imposes additional transparency and compliance obligations in relation to online tracking and behavioral advertising. Violations of GDPR or UK GDPR can result in substantial fines, civil claims, regulatory investigations, enforcement orders, or reputational harm. Other jurisdictions, including Israel, Australia, Canada, and countries in Asia, are also strengthening privacy and data protection laws, which may impose additional compliance obligations, limit cross-border data transfers, or require data localization. Technical and Industry Challenges Technical changes by browsers, operating systems, mobile platforms, and CTV providers, such as restrictions on cookies, mobile device IDs, and tracking technologies, may reduce the data available to us and our advertisers. Changes in these technologies or standards could increase our costs to collect, process, or use data, or require development of less effective alternatives such as first-party or probabilistic data methods. Self-regulatory bodies, such as the Digital Advertising Alliance, IAB, and others, impose additional requirements on data collection, usage, and disclosure. Violations of their standards could result in fines, enforcement referrals to regulatory authorities, or reputational harm. Third-Party Dependencies We rely on third parties, including service providers, publishers, and advertisers, to process and share data. Any failure by these parties to comply with legal or contractual obligations could expose us to liability or restrict our ability to use critical data. Potential Impacts Because our business depends on access to data for targeting, personalization, analytics, and advertising effectiveness, any change in applicable laws, regulations, regulatory guidance, interpretations, enforcement practices, industry standards, or technology could: • increase compliance and operational costs; • limit the data we can collect, use, or share, including through restrictions on tracking technologies or cross-border data transfers; • restrict the effectiveness of our platform; or • result in fines, enforcement actions, litigation, or reputational harm. In the EEA, the GDPR is subject to ongoing evaluation, regulatory guidance, and potential legislative amendment, which may affect its interpretation and application. In the United Kingdom, legislation has been enacted amending aspects of the UK GDPR and related data protection laws, creating the potential for increasing divergence between the UK and EU regimes over time. While such reforms are not generally expected to impose materially more onerous obligations overall, they may alter compliance requirements, regulatory expectations, or enforcement approaches. Evolving interpretations of concepts such as personal data, consent, legitimate interests, profiling, automated decision-making, and anonymization may further affect how we design and operate our products and services. Divergence between jurisdictions may also increase operational complexity and reduce the ability to implement uniform global compliance strategies. As privacy and data protection laws continue to evolve worldwide, the full impact on our business remains uncertain. We may be required to expend significant resources to monitor regulatory developments, adapt our data practices, and implement organizational and technical changes within compressed timeframes. Failure to comply with applicable requirements or to adapt to these changes could materially and adversely affect our business, results of operations, and financial condition. 23 We rely on publishers, buyers, and data providers to obtain consumer consent, and failure to do so could result in fines, liability, or reputational harm. We rely on publishers, buyers, and data providers, to obtain legally valid consent on our behalf to process personal data and deliver interest-based advertisements or provide required notices and opt-out mechanisms. Because we generally do not have direct relationships with consumers, we rely on publishers, buyers, and data providers to obtain legally valid consent on our behalf to process personal data and deliver interest-based advertisements where consent is required (such as under the GDPR and UK GDPR). In jurisdictions that follow an opt-out framework, including under the CCPA and other U.S. state privacy laws, we rely on these partners to provide appropriate privacy notices, offer consumers legally required opt-out rights (including rights to opt out of the sale or sharing of personal information or targeted advertising), and to honor and communicate those opt-out signals to us in a timely manner. These partners are also responsible for implementing any notice, choice, or opt-in/opt-out mechanisms required under applicable privacy and data protection laws, including GDPR, UK GDPR, CCPA, and other U.S. state and international privacy laws, as well as evolving industry standards and browser or platform consent frameworks. If our partners fail to obtain valid consent, where required, or if legal requirements evolve in ways that make existing consents insufficient, we could be subject to fines, penalties, lawsuits, or other regulatory enforcement actions. Such failures could also damage our reputation, reduce the availability of data for our platform, and adversely affect our business, results of operations, and financial condition. In addition, our contractual agreements or insurance coverage may be inadequate to fully protect us against these claims and losses. We generally do not have a direct relationship with consumers who view advertisements placed through our platform, so we may not be able to disclaim liabilities from such consumers through terms of use on our platform. Advertisements on websites, applications and other digital media properties of publishers purchased through our platform are viewed by consumers visiting the publishers’ digital media properties. Those publishers often have terms of use in place with their consumers that disclaim or limit their potential liabilities to consumers, or pursuant to which consumers waive rights to bring class actions against the publishers. We generally do not have terms of use in place with such consumers, so we cannot disclaim or limit potential liabilities to them through terms of use, which may expose us to greater liabilities than certain of our competitors. We face potential liability and harm to our business based on the nature of our business and the content on our platform and we are, and may be in the future, involved in commercial disputes with counterparties with whom we do business. Advertising often results in litigation relating to misleading or deceptive claims, copyright or trademark infringement, public performance royalties or other claims based on the nature and content of advertising that is distributed through our platform. Though we aim to contractually require advertisers to represent to us that their advertisements comply with our ad standards and our publishers’ ad standards and that they have the rights necessary to serve advertisements through our platform, we do not independently verify whether we are permitted to deliver, or review the content of, such advertisements. Likewise, while we aim to contractually require publishers to represent to us that their content comply with our publisher standards and does not infringe on any third-party rights, we do not independently verify whether we are permitted to deliver, or review the content of such inventory. If any of these representations are untrue, we may be exposed to potential liability and our reputation may be damaged. While our advertisers and publishers are typically obligated to indemnify us, such indemnification may not fully cover us, or we may not be able to collect. In addition to settlement costs, we may be responsible for our own litigation costs, which can be expensive. Operating in the advertising industry involves numerous commercial relationships, uncertain intellectual property rights, and other complexities that create heightened risks of disputes, claims, lawsuits, and investigations. For example, in 2021, we filed a lawsuit against Alphonso, Inc. (“Alphonso”) asserting breach of contract and related claims, which we settled and dismissed in 2024 following repayment by Alphonso of $11.3 million, including principal, interest, and legal fees. A trade secret misappropriation claim against us filed by Alphonso in 2022 was voluntarily dismissed with prejudice in 2023. See Item 8.A. “Consolidated Statements and Other Financial Information Legal Proceedings” for further information. Any commercial dispute, claim, counterclaim, lawsuit or investigation, including our commercial dispute with Alphonso, has and may divert our management’s attention away from our business, we have and may continue to incur significant expenses in addressing or defending any commercial dispute, claim, counterclaim or lawsuit or responding to any investigation, and we may be required to pay damage awards or settlements. 24 We are subject to anti-bribery, anti-corruption and similar laws and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation. We may be subject to certain economic and trade sanctions laws and regulations, export control and import laws and regulations, including those that are administered by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council and other relevant governmental authorities. We are also subject to the FCPA, the U.K. Bribery Act, Chapter 9 (sub-chapter 5) of the Israeli Penal Law, 5737-1977, the Israeli Prohibition on Money Laundering Law, 5760-2000 and other anti-bribery laws in countries in which we conduct our activities. These laws generally prohibit companies, their employees and third-party intermediaries from authorizing, promising, offering, providing, soliciting or accepting, directly or indirectly, improper payments or benefits to or from any person whether in the public or private sector. In addition, the FCPA’s accounting provisions require us to maintain accurate books and records and a system of internal accounting controls. We have policies, procedures, systems and controls designed to promote compliance with applicable anti-corruption laws. As we increase our global sales and business, we may engage with business partners and third-party intermediaries to market our solutions and obtain necessary permits, licenses and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners and agents, even if we do not authorize such activities. Our advertisers or publishers may have consumers in countries that are subject to U.S. economic sanctions laws and regulations administered by the Office of Foreign Assets Control (“OFAC”), the Israeli Trade with the Enemy Ordinance, 1939 and sanction laws of the EU and other applicable jurisdictions, which prohibit the sale of products to embargoed jurisdictions or sanctioned parties (“Sanctioned Countries”). We have taken steps to avoid serving advertisements to consumers located in Sanctioned Countries and are implementing various control mechanisms designed to prevent unauthorized dealings with Sanctioned Countries going forward. Although we have taken precautions to prevent our solutions from being provided, deployed or used in violation of sanctions laws, due to the remote nature of our solutions and the potential for manipulation using VPNs, we cannot assure you that our policies and procedures relating to sanctions compliance will prevent any violations in the future. If we are found to be in violation of any applicable sanctions regulations, it can result in significant fines or penalties and possible incarceration for responsible employees and managers, as well as reputational harm and loss of business. Despite our compliance efforts and activities, there can be no assurance that our employees or representatives will comply with the relevant laws and we may be held responsible. Noncompliance with anti-corruption, anti-money laundering, export control, economic and trade sanctions and other trade laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage and other collateral consequences. If any subpoenas or investigations are initiated, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, financial condition and results of operations could be materially harmed. Responding to any action could result in a materially significant diversion of management’s attention and resources and significant defense and compliance costs and other professional fees. In addition, regulatory authorities may seek to hold us liable for successor liability for violations committed by companies in which we invest or that we acquire. As a general matter, enforcement actions and sanctions could harm our business, financial condition and results of operations. Risks Relating to Our Shares The termination of the ADS facility, and delisting from AIM in February 2025, may reduce the liquidity of our shares and increase risks associated with a single Nasdaq listing. In February, 2025, we voluntarily terminated our American Depositary Share (“ADS") facility on Nasdaq, delisted our Shares underlying depositary interests from trading on the AIM market of the London Stock Exchange, and our Shares began trading solely on the Nasdaq Global Market under the stock ticker “NEXN”. We made this decision to simplify our capital structure, streamline our regulatory compliance, reduce costs, and improve trading efficiency. However, we may not realize the anticipated benefits of the termination of the ADS facility and delisting from AIM. These actions may adversely affect the liquidity of our shares, limit our investor base, and increase share price volatility (See Note 1b to our audited consolidated financial statements). 25 Prior to the termination and delisting, our securities traded on both AIM and Nasdaq, providing investors with multiple trading venues. The elimination of AIM trading may result in reduced trading volume on Nasdaq, either temporarily or on a sustained basis, particularly if former AIM investors are unable or unwilling to trade on a U.S. exchange. In addition, certain institutional or retail investors that previously held or acquired our shares on AIM may be restricted from holding or purchasing shares listed solely on Nasdaq due to internal investment policies, regulatory requirements, or other constraints. Any reduction in liquidity, trading volume, or investor participation, or any increase in volatility of our share price, could adversely affect the market price of our shares and our ability to raise capital in the future. The market price and trading volume of our Shares may be volatile, and you may lose all or part of your investment. The market price and trading volume of our Shares have fluctuated in the past and may continue to fluctuate significantly. Technology and advertising technology companies in particular have historically experienced substantial volatility in share price and trading volume. As a result of this volatility, you may not be able to sell your Shares at or above the price you paid and may lose all or part of your investment. The market price and trading volume of our Shares may be affected by a number of factors, many of which are beyond our control, including: • actual or anticipated fluctuations in our results of operations or revenue growth; • variations between our financial performance and the expectations of security analysts and investors; • announcements by us or our competitors regarding significant business developments, acquisitions, strategic relationships, changes in service providers, or expansion plans; • the impact of global pandemics or other public health events on our operations, employees, partners, advertisers, publishers, or financial performance; • changes in, or proposed changes to, laws or regulations to our business, or differing interpretations or enforcement of existing laws or regulations; • changes to our pricing models or commercial terms; • our involvement in litigation, regulatory inquiries, or enforcement actions; • future issuances, sales, or resales of our sale of Shares or other securities; • the initiation, modification, suspension or termination of any share repurchase program; • general conditions in the digital advertising and technology markets; • changes in our senior management or other key personnel; • fluctuations in the trading volume of our Shares; • the publication of research reports or news coverage about us, our competitors or our industry, including changes in recommendations or withdrawal of analyst coverage; • changes in market estimates of the size, growth rate, or attractiveness of the markets in which we operate; and • general economic, geopolitical, political, global trade, and market conditions. Although our shares are listed on the Nasdaq Global Market, the trading volume of our shares has been relatively low. As a result, sales of a significant number of shares in the public market, or the perception that such sales could occur, could adversely affect the market price of our shares and increase volatility. Under our equity compensation programs, our executive officers and other insiders may sell Shares from time to time, including pursuant to trading plans established in accordance with Rule 10b5-1 under the Exchange Act, and certain of our executive officers currently maintain such plans. Sales of Shares by our executive officers may not reflect their views regarding our business or future prospects; however, such sales or the perception of such sales, could nonetheless negatively affect the market price of our Shares. 26 In addition, the broader markets have experienced, and may continue to experience, significant price and volume volatility unrelated to the operating performance of individual companies. These market-wide fluctuations may materially and adversely impact the market price of our Shares, regardless of our actual operating results. Historically, periods of volatility in the market price of a company’s securities have often resulted in securities litigation. If we were involved in such litigation, it could result in substantial costs, divert management’s attention and resources, and harm our business, financial condition and results of operations. If we do not meet the expectations of our covering security analysts, or if analyst coverage on our company is reduced or unfavorable, the market price and trading volume of our Shares could decline. The trading price and trading volume of our Shares depend in part on the research coverage and reports published by securities and equity research analysts who follow our company and our industry. The estimates and opinions of these analysts are based on their own assumptions, analyses, and expectations, which may differ from our own estimates or from actual results. If our operating results fail to meet the expectations of analysts or investors, the market price of our shares could decline. In addition, if one or more analysts downgrade our shares, issue unfavorable commentary, change their recommendations, or cease to provide research coverage on our company or on our industry altogether, the market price and trading volume of our shares could decline significantly. If our operating results, growth prospects or other developments fail to meet the expectations of analysts or investors, the market price of our Shares could decline. Given our relatively limited trading volume, any reduction in analyst coverage or negative analyst commentary could have a disproportionate effect on the liquidity, volatility and market price of our shares. We qualify as an emerging growth company and may rely on reduced disclosure requirements, which could make our Shares less attractive to investors. We qualify as an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As long as we remain an emerging growth company, we are permitted to rely on certain exemptions from reporting and disclosure requirements that apply to other public companies that are not emerging growth companies. These exemptions include, among other things, presenting reduced selected financial data in our public filings and not being required to obtain an auditor attestation of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. As a result, investors and shareholders may not have access to certain information that they may consider important when evaluating an investment in our Shares. We remain an emerging growth company for up to five years following our initial public offering, although we would lose that status earlier if one of the following events occurs: (i) our annual gross revenue equals or exceeds $1.235 billion, (ii) we issue more than $1.0 billion in non-convertible debt securities during any three-year period, or (iii) we become a “large accelerated filer” under U.S. securities laws. Based on current expectations, we expect to cease to qualify as an emerging growth company as of December 31, 2026, which is the last day of the fiscal year following the fifth anniversary of our initial public offering on June 17, 2026. We cannot predict whether investors will find our Shares less attractive because we may rely on these reduced disclosure and reporting requirements. If some investors view our Shares as less attractive for this reason, the market price and trading volume of our Shares may be adversely affected and the market price of our Shares may be more volatile. In addition, when we cease to be an emerging growth company, we will become subject to increased disclosure, reporting and compliance requirements, which are expected to result in higher legal, accounting, and administrative costs. As a foreign private issuer, we are subject to different reporting and disclosure requirements than U.S. domestic public companies, which may provide less information to investors. We are a non-U.S. company and report under the Exchange Act as a foreign private issuer. As a result, we are subject to certain reporting and disclosure requirements that differ from those applicable to U.S. domestic public companies. Because we qualify as a foreign private issuer, we are exempt from several provisions of the Exchange Act that apply to U.S. domestic issuers, including: • the rules governing the solicitation of proxies, consents or authorizations with respect to securities registered under the Exchange Act, 27 • the short-swing profit liability provisions of Section 16(b) of the Exchange Act, and • the requirement to file quarterly reports on Form 10-Q containing unaudited financial and other specified information, although we are subject to Israeli laws and regulations with respect to certain of these matters and intend to furnish comparable quarterly information on Form 6-K, the information we provide may be less detailed or less frequent than the information provided by U.S. domestic public companies. In addition, foreign private issuers are permitted to file their annual report on Form 20-F within four months after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which is intended to prevent issuers from making selective disclosures of material information. As a result of these exemptions and differences in reporting requirement, you may not have the same protections or access to information that shareholders of U.S. domestic public companies receive, which could make our shares less attractive to investors. We may lose our “foreign private issuer” status in the future, which could result in significant additional costs and expenses. As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2026. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, more than fifty percent (50%) of our assets are located in the United States, or our business is administered principally in the United States. The termination of our ADS facility and delisting from the AIM may increase the interest in our shares in the U.S. thereby impacting our foreign private issuer status in the future. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements. In addition, if we cease to qualify as a foreign private issuer, we would lose our ability to rely on exemptions from certain Nasdaq corporate governance requirements that are available to foreign private issuers. As a result, we would be required to modify our corporate governance practices to comply fully with the Nasdaq requirements applicable to U.S. domestic issuers. Compliance with these additional reporting, disclosure and corporate governance requirements would result in increased legal, accounting, compliance and administrative costs and could divert management’s time and attention from operating our business, which could adversely affect our business, results of operations and financial condition. As a foreign private issuer, we are also permitted to follow certain home country corporate governance practices, instead of Nasdaq corporate governance requirements, provided that we disclose the differences and the home country practices we follow. We may elect to follow additional home country practices in the future. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements. The market price of our Shares could be negatively affected by future issuances and sales of our Shares. As of February 28, 2026, 55,720,779 Shares were outstanding. Sales by us or our shareholders of a substantial number of Shares in the public market, or the perception that these sales might occur, could cause the market price of our Shares to decline or could impair our ability to raise capital through a future sale of, or pay for acquisitions using, our equity securities. We cannot guarantee that we will repurchase any of our Shares pursuant to our announced repurchase plan or that our repurchase plan will enhance long-term shareholder value. We have effected several share repurchase programs over the years and since March 1, 2022, we and our subsidiaries repurchased 29,794,967 Shares, or approximately 38.45% of shares outstanding, at a cumulative cost basis of $8.65 per share, reflecting a total investment of approximately $258.2 million, including fees. As of December 31, 2025, we had $7,514,986 million remaining on the current outstanding share repurchase program authorization. Repurchases of our Shares pursuant to our repurchase plan could affect the market price of our Shares, increase volatility, or constrain liquidity. Additionally, our repurchase plan could diminish our cash reserves, which may impact our ability to finance future growth and to pursue possible future strategic opportunities and acquisitions. There is no assurance that our repurchase plan will enhance long-term shareholder value, and short-term share price fluctuations could reduce the repurchase plan’s effectiveness. 28 We currently enjoy local tax benefits that may be discontinued or reduced, if underlying conditions are not met. We derive and expect to continue to derive Israeli tax benefits relating to our “Preferred Technology Enterprise” programs. To be eligible for tax benefits as a Preferred Technology Enterprise, we must continue to meet certain conditions. While we believe that we have met and continue to meet the conditions that entitled us to previously obtained Israeli tax benefits, there can be no assurance that we will in the future or that the Israeli Tax Authorities will agree. If we fail to meet the criteria for future Israeli Preferred Technology Enterprises, our business, financial condition and results of operations could be adversely affected. Additional tax liabilities resulting from our global operations could materially adversely affect our results of operations and financial condition. As a global corporation, we are subject to income, non-income and transactional tax regimes in the United States, Israel and various other jurisdictions, which are unsettled and may be subject to significant change. Our effective tax rate could be materially affected by changes in tax rulings, tax laws, regulations, administrative practices, principles, applicability of special tax regimes, or changes in interpretations of existing tax laws, including changes to the global tax framework, in the jurisdictions in which we do business. Such changes could come about as a result of economic, political, and other conditions. Additionally, our effective tax rate could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuations of our deferred tax assets and liabilities, tax implications of acquisitions, expansion into new territories, intercompany transactions, changes in foreign currency exchange rates, changes in our share price and uncertain tax positions. Although we believe that our provision for income taxes and our tax estimates are reasonable, tax authorities may disagree with certain positions we have taken. From time to time, we are subject to income and other tax audits in various jurisdictions, the timing of which is unpredictable. While we believe we comply with applicable tax laws and have adequate balance sheet reserves related to tax positions, there can be no assurance that a governing tax authority will not have a different interpretation of the law and assess us with additional taxes, which we may dispute and litigate. If we are assessed additional taxes exceeding our tax accruals or if additional taxes are imposed on us, such additional taxes could have a material adverse effect on our results of operations and financial condition. The Organization for Economic Co-operation and Development has proposed changes to numerous long-standing tax principles, namely, its Pillar Two framework, which imposes a global minimum corporate tax rate of 15% (measured on a country-by-country basis) on multinational groups with consolidated revenue over €750 million. Israel, as well as other jurisdictions we operate in have agreed to enact legislation to implement the global minimum tax rate. We currently are not at the threshold for being subject to the Pillar Two, but should we meet the threshold, it might increase tax complexity and uncertainty and may adversely affect our provision for income taxes, the effect which is difficult to assess at present time. We incur increased costs as a result of operating as a public company listed in the U.S., and our management is required to devote substantial time to new compliance initiatives and corporate governance practices. As a public company listed in the U.S., and particularly after we are no longer an emerging growth company, we will incur significant legal, accounting and other expenses. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and the Consumer Protection Act, the listing requirements of Nasdaq and their applicable securities rules and regulations impose various requirements on non-U.S. reporting companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, these rules and regulations make it more difficult and more expensive for us to obtain director and officer liability insurance and make it more difficult for us to attract and retain qualified members of our board of directors. In addition, the applicable rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. 29 Because we may not pay any cash dividends on our Shares in the future, capital appreciation, if any, may be holders of Shares sole source of gains and they may never receive a return on their investment. Our board of directors has sole discretion whether to pay dividends. If our board of directors decides to pay dividends, the form, frequency, and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our directors may deem relevant. In addition, the Companies Law, imposes restrictions on our ability to declare and pay dividends. See Item 5.B. “Operating and Financial Review and Prospects—Liquidity and Capital Resources” for additional information. As a result, capital appreciation, if any, on our Shares may be your sole source of gains, and you will suffer a loss on your investment if you are unable to sell your Shares at or above the price at which you purchased the Shares. See Item 8.A. “Consolidated Statements and Other Financial Information—Policy on Dividend Distributions.” Exposure to foreign currency exchange rate fluctuations could negatively impact our results of operations. While the majority of the transactions through our platform are denominated in U.S. dollars, we have transacted in foreign currencies, both for inventory and for payments by advertisers or publishers from use of our platform. We also have expenses denominated in currencies other than the U.S. dollar. Given our anticipated international growth, we expect the number of transactions in a variety of foreign currencies to continue to grow in the future. Although we currently have a program to hedge exposure to foreign currency fluctuations, the use of hedging instruments may not be available for all currencies or may not always offset losses resulting from foreign currency exchange rate fluctuations. Moreover, the use of hedging instruments can itself result in losses if we are unable to structure effective hedges with such instruments. A small number of significant shareholders have substantial influence over matters requiring shareholder approval, which could limit your ability to influence corporate matters and delay or prevent a change of control. A small number of shareholders beneficially own a significant percentage of our outstanding shares and are therefore able to exercise substantial influence over matters requiring shareholder approval. As of February 28, 2026, the four largest beneficial owners of our Shares, entities and individuals affiliated with Mithaq Capital SPC, JB Capital Partners L.P., News Corporation and Toscafund Asset Management LLP, each beneficially owned more than 5% of our outstanding Shares and in the aggregate, approximately 52.3% of our Shares. As a result, these shareholders, acting individually or together, may be able to exert significant influence over our business, operations, and strategic direction and to influence the outcome of matters submitted to shareholders for approval. These matters include, among others: • the election and composition of our board of directors, which has authority to direct our business and appoint and remove executive officers; • The approval or rejection of mergers, consolidations, or other business combinations; • decisions regarding future capital raising transactions; and • amendments to our articles of association, which govern the rights attached to our Shares. This concentration of ownership of our Shares may discourage, delay or prevent a change in control of our company, including through a proxy contest, merger, tender offer, open-market purchase of our Shares, that might otherwise provide shareholders with the opportunity to receive a premium over the then-prevailing market price of our Shares. In addition, this concentration of ownership could adversely affect the market price of our shares, limit the ability of other shareholders to influence corporate matters, or constrain trading liquidity necessary to effectively enter or exit share positions in a timely manner.