ON THE COMPANY 4.A. HISTORY AND DEVELOPMENT OF THE COMPANY General Corporate Information We were incorporated as Marimedia Ltd. in 2007 in Israel under the Companies Law. We changed our name to Taptica International Ltd. in September 2015, then to Tremor International Ltd. in June 2019, and to Nexxen International Ltd., in January 2024. Our principal executive offices are located at 82 Yigal Alon Street, Tel Aviv, 6789124, Israel. Our website address is www.nexxen.com, and our telephone number is +972-3-545-3900. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein. We have included our website address in this Annual Report solely for informational purposes. 30 The effective date of the registration statement (Commission File No. 333-256452) for our initial public offering of our ADSs on the Nasdaq Global Market was June 17, 2021. The offering commenced on June 17, 2021 and was closed on July 15, 2021. On February 14, 2025, we executed the Reverse Split and voluntarily terminated our ADS facility in connection with the Trading Structure Changes. Our SEC filings are available to you on the SEC’s website at www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The information on that website is not part of this Annual Report and is not incorporated by reference herein. Nexxen Inc., which currently maintains an office at 661 El Camino Real, San Carlos Suite 200, California, 94070, United States of America, is our agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the Borough of Manhattan in the City of New York. For information on our capital expenditures, see Item 5.B. “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Capital Expenditures”. 4.B. BUSINESS OVERVIEW Our Mission Our mission is to empower full-funnel performance for advertisers, agencies, publishers, broadcasters, and others across the digital advertising ecosystem through robust, and in some cases exclusive, data and media. Overview Nexxen is a global flexible advertising technology platform with deep expertise in data and advanced TV that provides advertisers, agencies, digital publishers, broadcasters, and others with technology and data solutions to plan, buy, manage, sell, and measure advertising across the digital advertising supply chain. Our unified end-to-end platform, powered by data and artificial intelligence (“AI”), supports advertising workflows spanning planning, activation, optimization, monetization, and measurement across formats and devices, and is designed to drive full-funnel performance and efficiency for customers on both sides of the digital advertising ecosystem. While supporting digital advertising efforts across formats and devices, Nexxen maintains a particular focus on some of the industry’s fastest-growing segments, including Connected TV (“CTV”), Video, and data-driven solutions, supported by a global team of seasoned technologists and industry experts. We believe there is a significant market opportunity within the approximately $792 billion global digital advertising market, which is expected to grow at a CAGR of approximately 10% through 2029, according to eMarketer. Publishers rely on advertising to support their businesses and brands, and advertisers use digital channels to reach targeted and measurable audiences to maximize effectiveness and returns. We believe the digital advertising market remains fragmented, and that our comprehensive end-to-end platform and data capabilities, along with our expertise in Video and CTV, position Nexxen competitively to increase market share over time. We believe we are well positioned to benefit from several trends in the evolving advertising ecosystem, including: the continued proliferation of digital media consumption; growing adoption of programmatic advertising; increasing advertiser focus on premium formats such as Video and CTV; the shift of linear advertising budgets toward, and their convergence with, digital advertising budgets; the continued migration of live sports to digital environments, including CTV; increased advertiser reliance on data-driven tools and AI; and the increasing sophistication of the digital advertising landscape. We address the digital advertising market through three core proprietary offerings: a demand-side platform (“DSP”) that advertisers use to plan, activate, and manage digital advertising campaigns; a supply-side platform (“SSP”) that digital publishers use to monetize inventory; and the Nexxen Data Platform, which integrates directly with both our DSP and SSP to drive performance. Our Data Platform leverages large-scale data sets, advanced machine learning techniques, and AI to generate audience insights and campaign recommendations. By contextualizing and synthesizing this data, the platform is designed to provide advertisers with a more comprehensive and granular view of audiences across formats and devices, which can improve campaign effectiveness and returns on advertising investments, while also supporting the optimization of digital publisher inventory monetization. By combining these three proprietary solutions with integrations across industry-leading partners, we offer an end-to-end platform that is designed to be flexible and scalable to meet our customers’ needs, while enabling us to operate across a broad and growing range of digital advertising spend and verticals. 31 Our customers are largely comprised of both ad buyers, including brands and agencies, and digital publishers. Our platform serviced a diversified customer base of 627 active customers and 1,304 active publishers as of December 31, 2025, and served advertisements in approximately 180 countries. We generate revenue through platform fees based on either (i) a percentage of spend, (ii) flat fees or (iii) fixed CPMs (“cost per mille”) that are tailored to fit our customers’ specific utilization of our solutions. Over the past several years, the advertising environment has been influenced by a combination of macroeconomic, geopolitical, and pandemic-related factors. In 2022 and 2023, advertisers faced challenges from rising inflation, higher interest rates, and ongoing uncertainty related to the residual effects of the COVID-19 pandemic, which in some cases led to reduced or delayed campaigns. In 2024, the industry benefitted from lower inflation, reduced interest rates, and the U.S. election cycle, contributing to stronger advertising activity, although geopolitical hostilities and broader macroeconomic uncertainty continued to impact advertiser budgets to an extent. In 2025, the advertising environment remained generally positive, but growth was constrained by: cautious and uneven consumer spending; macroeconomic and industry uncertainty; evolving U.S. trade dynamics; ongoing geopolitical hostilities; tariffs; reduced political advertising spend compared to 2024; and increased supply path optimization (“SPO”) efforts by larger industry participants. Our Video revenue grew to $242.0 million for the year ended December 31, 2025, from $232.4 million for the year ended December 31, 2024, while our CTV revenue fell to $109.4 million for the year ended December 31, 2025, from $113.8 million for the year ended December 31, 2024. Video revenue growth in 2025 was driven largely by strength in Desktop Video and partially offset by reduced CTV and Mobile video revenue. Video revenue growth, however, was constrained by several factors that impacted the business in the second half of the year, particularly Q4 2025, including reduced spending from one large DSP customer due to its increased SPO efforts in Q4 2025, the absence of elevated political advertising spend compared to 2024, and other headwinds including evolving U.S. trade dynamics, geopolitical hostilities, and tariffs which reduced advertising spend to an extent from certain customers. The Company generates revenues across multiple principal markets and categories of activity. Information regarding revenues by category of activity and by geographic market for the years ended December 31, 2025, 2024 and 2023 is presented in Notes 12 and 21a, respectively, to the consolidated financial statements. Our total comprehensive income for the year ended December 31, 2025 decreased to $27.9 million from $35.4 million for the year ended December 31, 2024, representing a decline of 21.3%, or $7.5 million. Our Adjusted EBITDA for the year ended December 31, 2025 increased to $115.1 million, from $114.6 million for the year ended December 31, 2024, reflecting a year-over-year increase of 0.5%, or $0.6 million. Further, we had cash and cash equivalents of $133.3 million as of December 31, 2025, and no principal long-term debt. Our Industry We operate in the digital advertising industry, which is a core pillar of monetizing digital properties accessible by the internet. We specialize in digital video advertising, which collectively comprised 66% of our revenue for the year ended December 31, 2025, across mobile video, desktop video, and CTV. We believe key industry trends shaping the digital advertising market include: the continued growth of digital media consumption; the shift to programmatic advertising; increasing reliance on data-driven decision making; evolving consumer privacy and regulatory requirements; SPO; the migration of linear TV advertisers and budgets toward digital media; including CTV; live sports continuing to migrate to digital channels; the adoption of platforms that provide integrated solutions across the advertising supply chain; advances in AI; and seasonal fluctuations in advertising spend. Continued Growth of Digital Media Consumption Audiences continue to spend an increasing amount of time online for social, business, and purchasing activities. The COVID-19 pandemic and subsequent work-from-home and hybrid in-office dynamics contributed to lasting shifts in digital media consumption habits and the adoption of online activities traditionally conducted offline, including telehealth, food delivery, and e-commerce. As consumers spend more time online for everyday activities, we believe advertisers will increasingly allocate a larger portion of their ad budgets to digital channels. According to eMarketer, in the United States, more than a third of the day is expected to be spent on digital media consumption during 2026. This digital consumption is occurring across multiple devices, including mobile, desktop, tablets, gaming devices, and CTVs. These trends may contribute to increases in both the supply and demand of available ad impressions that can be monetized programmatically. 32 Shift to Programmatic Advertising Programmatic advertising is the use of software and algorithms to match buyers and sellers of digital advertising in a real-time technology-driven marketplace. The transactions are executed in milliseconds and do not require manual labor for execution. It is becoming increasingly prominent in the digital advertising industry, as publishers and advertisers prefer that their bids/asks for digital ad inventory be completed in an easy, efficient, and automated manner. Additional advantages of programmatic advertising include enhanced audience targeting, attribution, and measurement, as well as improved customized campaign management workflow solutions. According to eMarketer, U.S. programmatic digital video ad spending is expected to increase from approximately $118 billion in 2025 to roughly $159 billion in 2027, at a CAGR of approximately 16%. Data Driven Decision Making and AI As the digital media industry grows, increased consumer engagement by audiences has generated large amounts of data and behavioral insights that can be harnessed to maximize returns on investment (“ROI”) for advertisers through effective audience targeting and measurement, and to optimize digital inventory monetization for publishers. These insights include industry-compliant anonymized data sets relating to consumer interests, preferences, and intent, as well as auction data from advertising bid requests. Technology solutions must efficiently and effectively process, analyze, and manage this growing volume of data while addressing increasing regulatory requirements and audience protection standards. AI is also becoming increasingly prevalent within the industry to enhance usability and maximize efficiency and effectiveness for advertisers and digital publishers across the advertising ecosystem. Consumer Privacy and Regulatory Concerns In recent years, there has been growing attention on how consumer data is being collected and used for ad targeting. Both globally and locally, new laws have been introduced to protect consumer privacy and set new standards for the digital advertising industry. Key regulations include the GDPR (General Data Protection Regulation), the UK GDPR, the ePrivacy Directive (as implemented in national laws, including the UK Privacy and Electronic Communications Regulations), California Consumer Privacy Act as amended by the California Privacy Rights Act, California Invasion of Privacy Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, Florida Digital Bill of Rights, Indiana Consumer Data Protection Act, Iowa Consumer Data Protection Act, Kentucky Consumer Data Protection Act, Maryland Online Data Privacy Act, Montana Consumer Privacy Act, Nevada Privacy of Information Collected on the Internet from Consumers Act, New Jersey Data Protection Act, Oregon Consumer Privacy Act, Rhode Island Data Transparency and Privacy Protection Act, Texas Consumer Privacy Protection Act, Utah Consumer Privacy Act, Virginia Consumer Data Protection Act, and Apple’s Identifier for Advertisers. Additionally, major web browsers like Safari and Firefox have eliminated third-party cookies, and Google is moving towards a system where users must opt-in to share their data with third-party cookies. These changes require companies in the digital advertising space to constantly adapt to meet new privacy requirements. Seasonality In the advertising industry, companies commonly experience seasonal fluctuations in revenue. For example, many marketers allocate the largest portion of their budgets to the fourth quarter of the calendar year to coincide with increased holiday purchasing. Historically, the fourth quarter of the calendar year has reflected our highest level of advertising activity, while the first quarter has generally represented our lowest quarterly revenue due to seasonal factors. Historical seasonality may not be predictive of future results, given the potential for changes in consumer activity and advertising patterns as advertisers respond to emerging industry trends, dynamic macroeconomic conditions, global trade developments, political conditions, election cycles, major non-annual advertising events, and ongoing geopolitical hostilities. Nevertheless, we expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole. Our Market Opportunity We believe that we are well positioned to capitalize on some of the fastest-growing segments of digital advertising, such as Video, including CTV, which reflected 66% of our revenue for the year ended December 31, 2025. Global digital advertising spend is forecasted to be $792 billion for 2025 and is expected to grow at an approximately 10% CAGR to over $1.1 trillion in 2029. As advertisers follow audiences to emerging digital channels, digital advertising is expected to outpace the growth of total global media ad spend. Increased internet bandwidth in developing countries is expected to support this growth, and the increasing proliferation of next-generation mobile, CTV, and other on-the-go technology devices in developed countries, alongside changes in consumer content viewing habits, is driving growing video viewership. These trends are expected to contribute to increased adoption of full-screen video formats, which have historically been widely used by advertisers. We believe these long-term shifts in the industry present opportunities for companies operating in the digital advertising technology space, particularly Nexxen, given its long-standing focus on Video, CTV, robust and differentiated datasets, and AI, alongside its end-to-end platform model, which we believe may provide opportunities to capture a broader market opportunity relative to one-sided peers and competitors. 33 Digital Video and CTV Advertising We address some of the fastest growing areas within digital advertising, Video and CTV, which are expected to grow at an accelerated rate compared to other formats. In the U.S., where we generate most of our revenue, the growth rates and adoption of Video and CTV are expected to be even higher. According to eMarketer, U.S. CTV ad spend is projected to grow at a CAGR of approximately 12% from 2025 to 2029, reaching roughly $53 billion. U.S. Video ad spend is projected to grow at a CAGR of approximately 13% from 2025 to 2029, reaching roughly $216 billion. Additionally, the number of digital video viewers worldwide is expected to reach approximately 4.5 billion by 2029. Linear TV budgets are increasingly shifting towards digital video and CTV, driving greater demand for these premium ad formats. These market trends underpin our strategic focus on these activities, which we believe may present continued growth opportunities given the proliferation of smart TVs, the growing availability of ad-supported streaming content and providers, native Smart TV home screen advertising units becoming available programmatically, and live sports increasingly being viewed across digital environments. As linear TV and CTV continue to converge, with many linear TV broadcasters expanding their CTV footprints through digital assets such as FAST channels and streaming apps, we anticipate that advertisers, digital publishers, and broadcasters will increasingly seek platforms such as ours that can support cross-planning between linear TV, CTV, and other digital environments, which could contribute to higher levels of CTV demand on our platform over time. Finally, our robust and advanced TV data sources and capabilities offered through Nexxen Data Platform, available to customers leveraging our CTV advertising technology solutions, in many instances can support more effective targeting for advertisers across the TV landscape as well as improved ROI on CTV advertising spend, which could contribute to greater long-term CTV revenue growth opportunities. Mobile Advertising The number of consumers with smart phones and high-speed internet is expected to continue rising, supporting mobile advertising as a prominent channel within digital. According to eMarketer, U.S. mobile digital ad spend is projected to grow at a CAGR of approximately 10% from 2025 to 2029, reaching approximately $336 billion. As generative AI technologies, including large language models (“LLMs”), begin to shift user attention and engagement patterns away from traditional desktop and mobile web experiences, we see potential for sizable growth within mobile in-app advertising, which may be less impacted by these changes, and we are allocating additional resources and focus to support expansion within this channel. Our Role in the Digital Advertising Ecosystem Advertisers and Agencies Spending begins with advertisers, who often engage advertising agencies to help plan, execute, and manage their campaigns. To better control and optimize advertising operations, advertisers and agencies are consolidating spend with fewer, larger technology platforms that can deliver transparency, support high-quality inventory, offer data- and AI-driven campaign planning, activation, and measurement, and help generate better returns on advertising spend (“ROAS”) relative to other solutions. These advertisers and agencies access our platform through both Nexxen DSP and other third-party DSPs. We believe that our end-to-end technology platform and direct relationships with advertisers and agencies may contribute to increasing consolidation of spend on our platform over time. Demand Side Platforms (“DSP”) Advertisers and agencies often engage DSPs, which serve as advertising demand aggregators, to plan, execute, and manage their digital marketing campaigns across various ad formats. We offer self-service, managed-service, and hybrid options through our DSP, supporting customized, flexible, and robust campaigns. We are also integrated with other leading DSPs globally, such as The Trade Desk and Google DV360, which enables customers to transact in real-time with both our publisher clients and other external publishers. Supply Side Platforms (“SSP”) SSPs such as ours are designed to monetize digital inventory for publishers and app developers by enabling their content to meet the necessary software code and programmatic integration requirements. Buyers and sellers come together through our marketplace to monetize, target, and purchase available digital advertising inventory. Our platform is designed to efficiently process significant volumes of advertising bid information, providing a seamless digital experience for our customers. Traditionally, SSPs have focused exclusively on the needs of sellers in this process and have limited their interactions with buyers to the buyers’ agent, the DSP (though this dynamic has evolved recently). As buyers have sought greater control of their advertising supply chain, we have extended the capabilities of our specialized platform over recent years to serve the needs of advertisers and agencies. In addition to operating Nexxen SSP, we are integrated with other leading SSPs globally, such as Magnite and Pubmatic, which allows customers to transact in real time with our advertiser and agency clients, as well as other external advertisers and agencies. 34 Publishers and Content Providers Digital publishers and app developers create websites, digital content, and applications for user consumption, along with associated digital advertising space. As consumers navigate these websites and apps, individual ad impressions are delivered across various ad formats and channels. These impressions are typically sold to advertisers and agencies programmatically in real-time via a third-party technology infrastructure or SSP. Publishers and app developers rely on advertising revenue as a primary growth driver for their businesses and depend on the capabilities of these third parties to achieve optimal yield for their advertising inventory. As of December 31, 2025, we served 1,304 active publishers worldwide on our platform, consisting of 184,090 active sites and apps to which we have direct access to deliver ads for our customers. Our Strengths We believe the following attributes and capabilities provide us with long-term competitive advantages. Established Expertise in Video, Including Mobile and CTV We believe Video, including CTV and mobile video, is among the fastest growing areas of digital advertising, and Video represented 66% of our total revenue for the year ended December 31, 2025, and approximately 71% of our revenue excluding Performance (non-programmatic) activity for the year ended December 31, 2025. We were one of the first movers in the digital video advertising and CTV markets, in several cases releasing industry-first solutions, helping us gain early traction, strong customer adoption, and recognition as a leading advertising technology provider within these markets. Our platform was intentionally built as an end-to-end video campaign delivery solution and, over time, we have further enhanced our platform’s Video- and CTV-focused technology and data capabilities through both organic investment and acquisitions. We intend to continue investing in, innovating, and releasing new Video-focused solutions. In 2025, we launched, to the best of our knowledge, the industry’s first solution for programmatic Smart TV home screen ad activation, further strengthening our position as an innovative leader in the CTV market. We are also expanding our mobile in-app footprint and partnerships, which we believe represents a significant growth opportunity which may also help mitigate potential impacts from evolving consumer behaviors, including the increased adoption of generative AI-driven search platforms and other LLMs. End-to-End Platform with Proprietary Technology, Data, and AI We leverage our fully integrated, unified, end-to-end platform to help advertisers and digital publishers maximize ROI while optimizing the connection between brands, audiences, and media partners using our proprietary data sets, technology products, and suite of AI-powered solutions, which we’ve branded as “nexAI”. We can assist customers across all stages of the campaign lifecycle including planning, activation, optimization, monetization, and measurement. We believe we have a competitive advantage through our proprietary data, robust demand and supply sources, partnerships with premium vendors, AI suite, and comprehensive solutions across the digital advertising technology supply chain. As a technology-first solution, our platform is agnostic and capable of transacting end-to-end or integrating with third-party sources to serve our customers, which we believe differentiates us, can support long-term growth, and can expand our addressable market across both sides of the digital advertising ecosystem. Scale and Reach with Audiences, Advertisers, and Publishers Our platform currently accommodates approximately 487 billion daily ad requests and approximately 679 million daily ad impressions on average. This significant daily volume of ad requests, data, and impressions provides scale with publishers and access to direct, and in some cases exclusive, premium advertising inventory, enabling our advertising customers to avoid intermediaries and reduce costs. Operating an end-to-end platform strongly positions us to minimize the loss of scale typically associated with two independent platforms user-syncing with each other. This advantage supports efficient and highly scalable audience-targeted buying strategies to maximize ROAS. 35 Nexxen Data Platform: Integrated Data, AI, Machine Learning, and Technology Drives ROI Our proprietary Nexxen Data Platform is a flexible, fully integrated solution comprised of robust, and, in some cases, exclusive datasets that can be leveraged across campaigns, formats, and stages of the digital advertising lifecycle. The platform facilitates the entire data supply chain, including through direct data onboarding, audience targeting and sentiment analysis tools, identity solutions, audience reach extension, and measurement, providing advertisers and digital publishers with a comprehensive approach to leveraging data. Nexxen Data Platform combines first-party data with third-party partnerships to identify, reach, and expand curated audiences, benefiting both advertiser and publisher customers. It employs AI in the form of machine learning algorithms and statistical models to aggregate and analyze vast volumes of data, contextualizing it into actionable insights that can be applied in real-time across campaigns to fuel better performance and efficiency. This integration of data and AI with our end-to-end technology is designed to drive performance for customers by optimizing media costs, improving targeting precision, and protecting against invalid traffic. Our machine learning algorithms can process millions of requests per second to support optimization and prediction models, including invalid traffic monitoring, viewability, queries per second, bidding, and pricing. These capabilities enable us to continuously identify, build, expand, and refine audiences, helping customers achieve their key performance indicators (“KPIs”) and maximize ROI across campaigns. Partnership with, and Investment in, V, and Programmatic Smart TV Home Screen Solution Since 2022, Nexxen has partnered with, and invested in, V, a subsidiary of Hisense and the world’s fastest-growing major CTV operating system (“CTV OS”), powering Hisense, Toshiba, and other CTV brands. In 2025, we announced our intent to increase our total investment in V from $25 million to $60 million while extending and expanding our commercial partnership through at least the end of 2029 (previously through 2026). Our investment will represent an approximately 6% equity stake in V once fully deployed, of which $45 million has been invested ($25 million in 2022 and $20 million in Q3 2025), with the remaining $15 million expected to be invested in Q3 2026. We expect to generate returns on this investment over time as V executes its ambitious global growth plans, including by leveraging our most recently invested capital to expand its North American CTV footprint. Through our commercial partnership, Nexxen has secured global automatic content recognition (“ACR”) data exclusivity and ad monetization exclusivity on V’s North American video and native display media through at least the end of 2029. Leveraging our end-to-end platform and this exclusivity, we launched what we believe to be the industry’s first solution for programmatic Smart TV home screen ad activation in 2025 on Hisense and other V-powered Smart TVs, providing access to premium, high-value placements on a rapidly-growing base of CTV home screens. To the best of our knowledge, we believe no other digital advertising technology company currently offers this capability, differentiating Nexxen, accelerating our long-term CTV revenue growth potential, and helping insulate us from SPO trends implemented by the world’s largest DSPs. We believe over time we can expand this capability beyond V-powered CTVs to other major CTV original equipment manufacturers (“CTV OEMs”). Exclusive access to V’s global ACR data further differentiates Nexxen with robust CTV targeting and measurement solutions, which we believe can attract higher levels of CTV advertising spending to our platform by supporting performance and advertiser ROI. Additionally, we can license this ACR data to third parties, creating an additional high-margin growth trajectory we expect to capitalize on over time. Management Team of Industry Veterans with Extensive Expertise Our senior management team brings deep experience in the digital advertising technology industry, which we believe provides a competitive advantage. The team has a strong track record of acquiring and integrating synergistic businesses, as well as driving organic growth, which we believe positions Nexxen to continue expanding its growth and profitability. Profitability Historically, we have delivered strong margins relative to our peers in the advertising technology industry. For the year ended December 31, 2025, our total comprehensive income margin was 7.6% and our Adjusted EBITDA margin (as a percentage of revenue) was 31.6%, compared to our total comprehensive income margin of 9.7% and Adjusted EBITDA margin (as a percentage of revenue) of 31.3% for the year ended December 31, 2024. Our total comprehensive income margin decrease in 2025 was driven by a $7.5 million decline in total comprehensive income, partially offset by a $0.7 million decrease in revenue. Our Adjusted EBITDA margin increase in 2025 was driven by a $0.6 million increase in Adjusted EBITDA and a $0.7 million decrease in revenue. We believe we can expand our profitability and margins over time through revenue, total comprehensive income, and Contribution ex-TAC growth, improving operating leverage driven by the structural cost advantages of our end-to-end model, and efficiencies enabled by nexAI. We intend to continuously improve our cost structure and enhance our AI integrations, while our ability to sell multiple technology and data solutions across the advertising ecosystem, combined with our differentiated offerings, is expected to further support long-term growth and profitability expansion. 36 Our Growth Strategy We believe that programmatic advertising is still an underpenetrated market that will experience robust growth over the next decade as ad budgets continue to shift to digital and as digital continues to shift towards programmatic execution. We intend to capitalize on these secular trends by pursuing growth opportunities that include: Focus on Core Areas of Growth in Video, Including Mobile and CTV CTV is one of the fastest growth formats within digital advertising, and this trend is expected to continue over the next several years, according to eMarketer. In the United States, CTV advertising spend is expected to grow at a CAGR of approximately 12% from 2025 to 2029, while digital Video advertising spend is expected to grow at a CAGR of approximately 13%, reaching roughly $216 billion by 2029. Video (including mobile video, desktop video and CTV) advertising represented approximately 71% of our revenue without Performance (non-programmatic) activity for the year ended December 31, 2025, and remains a core strategic focus. We plan to leverage our existing expertise in Video and CTV to grow our market share and plan to introduce new, differentiated solutions to drive performance for customers. According to eMarketer, U.S. mobile digital ad spend is projected to grow at a CAGR of approximately 10% from 2025 to 2029, reaching approximately $336 billion. As generative AI technologies, including LLMs, begin to shift user attention and engagement patterns away from traditional desktop and mobile web experiences, we see potential for sizable growth within mobile in-app advertising, which may be less impacted by these changes, and we are allocating additional resources and focus to support expansion within this channel, including through growing partnerships. Introduce New Solutions and Capabilities, and Invest in our Technology, Data, and AI Stack As we grow our market share and add new customers, we continue to invest in our technology, data, and AI stack and develop new innovative solutions. We are continuously focused on introducing differentiated solutions to address the rapidly evolving digital advertising market. Key areas of potential growth and investment include enhancing our proprietary data sets and capabilities within Nexxen Data Platform through AI and machine learning; expanding and strengthening our CTV advertising offerings; increasing our mobile in-app footprint and capabilities; enhancing our audience targeting capabilities; expanding our identity solutions; and broadening our global platform coverage. We provide customers with creative alternatives to plan and execute campaigns, offering complementary scale and opportunities to enhance audience targeting strategies. For example, we offer, and will continue to enhance, contextual and other audience targeting solutions powered by content data collected through our publisher partnerships, as well as third-party solutions integrated into our ecosystem. Industry-wide movement away from cookie-based tracking has increased demand for alternative identity solutions. We offer our own proprietary identity solutions, and maintain partnerships with, and are increasingly integrating, major alternative identifier frameworks such as IdentityLink and Unified ID 2.0. We are committed to supporting evolving privacy requirements and emerging identifier standards. We believe the industry will not converge on a single alternative to cookie-based tracking, and we are enhancing our platform to agnostically support multiple identity solutions. Capitalize on V Partnership and Programmatic Smart TV Home Screen Ad Activation Solution Nexxen is partnered with V, a subsidiary of Hisense and the world’s fastest-growing major CTV OS, and has extended the partnership through at least the end of 2029, positioning us to benefit from the continued global expansion of V-powered Smart TVs. We intend to invest in our commercial, media, and data teams to fully capitalize on the holistic opportunity presented by this partnership. Through this partnership, Nexxen has secured global ACR data exclusivity on V-powered CTVs and ad monetization exclusivity on V’s North American video and native display media through at least the end of 2029. Leveraging our end-to-end platform and this exclusivity, we launched what we believe to be the industry’s first solution for programmatic Smart TV home screen ad activation in 2025 on Hisense and other V-powered Smart TVs, providing access to differentiated, high-attention CTV ad placements commanding premium pricing. To the best of our knowledge, no other digital advertising technology company currently offers this capability, which we believe further differentiates Nexxen, creates a strong competitive moat, can attract greater CTV advertising spend to our platform, and can potentially accelerate our long-term CTV and data revenue growth opportunity. Over time, we expect to expand this programmatic Smart TV home screen ad activation solution beyond V-powered CTVs to additional CTV OEMs. 37 Exclusive access to V’s global ACR data further strengthens our CTV audience targeting and measurement capabilities, supporting advertiser performance and ROI while providing the potential to attract higher levels of advertising spend to our platform. Additionally, we can license V’s ACR data, creating an additional high-margin growth opportunity. Expand End-to-End Enterprise Partnerships and Revenue In addition to other areas, we are focused on expanding relationships with large enterprise self-service customers that have significant advertising budgets. As an end-to-end platform, we are uniquely positioned to support these customers across the entire advertising and data supply chain, including planning, activation, optimization, monetization, and measurement, delivering both performance and operational efficiencies. Our integrated platform enables enterprise customers to maximize audience reach, gain robust data insights, drive higher ROI, and simplify campaign execution, while simultaneously driving increased revenue and profitability for Nexxen. By facilitating both sides of the transaction, from demand via our DSP to supply via our SSP, we believe enterprise partnerships offer a disproportionate growth opportunity compared to one-sided platform competitors and can provide a degree of insulation from SPO trends being implemented by large DSPs. Strengthen Our Relationships with Existing Customers We are continuously enhancing functionality across our platform to attract new customers, encourage our existing customer base to allocate more of their advertising spend and inventory to our platform, and have customers adopt more solutions within our product ecosystem. As programmatic advertising adoption grows, and as brands and publishers increasingly focus on Video, CTV, data, AI, efficiency, and improved ROI, we believe we are well-positioned to both expand our customer base and generate additional revenue from existing customers. Expand Our International Footprint and U.S. Market Share We continue to acquire new publishers and advertisers across markets while expanding our global footprint, delivering significant demand and supply for digital ad impressions across all channels and formats. We will continue to enhance and expand third-party integrations to maintain and improve our platform’s flexibility, while leveraging our technology and data stack to provide innovative solutions to new and existing customers across markets and platforms. By consistently developing new tools and products, and enhancing existing ones, we believe we can help customers maximize the value of our platform and services, accelerating our long-term growth potential. Continue to Bolster Nexxen Data Platform’s Capabilities We leverage real-time data, AI, and machine learning to synthesize, aggregate, and contextualize vast datasets, helping our advertiser and publisher customers optimize digital ad spend and inventory management. Nexxen Data Platform was architected for flexibility, delivering impactful insights that are agnostic to format or device. By owning and operating a proprietary data platform, we can provide robust analytics, audience targeting, segmentation, reach extension, and measurement on a global scale. We continuously enhance the platform to make it seamless for customers to directly onboard first-party data, leverage identifier solutions, expand audience reach, and optimize and measure campaign effectiveness, all within a single, integrated platform. We believe this combination gives us a competitive advantage, enabling higher ROI for advertisers, optimal yield for publishers, and strong growth potential for Nexxen amid the industry’s increasing focus on performance. We believe we can extend this advantage by further investing in data and AI, and introducing more data- and AI- powered solutions and capabilities, to enhance the efficacy and usability of our data to maximize results for customers, which in turn can potentially increase the advertising spend and inventory allocated to our platform. Leverage our Industry Expertise and Target Select Acquisitions We have a successful track record with past acquisitions and may leverage our industry experience to identify future complementary opportunities that broaden our scale and enhance our technology and data solutions. If we identify future attractive acquisition opportunities, we believe we have the expertise, leadership, and operational capability to execute strategic transactions and effectively integrate them into our platform. 38 Our Solution and End-to-End Technology Platform Our Solution Our end-to-end platform is a comprehensive software suite that supports a wide range of media types (such as Video, Smart TV native, audio, and display) and devices (including mobile devices, CTVs, streaming devices, and desktops), creating an efficient marketplace where advertisers can purchase high-quality advertising inventory from publishers at scale. Our solutions provide a number of advantages, including an advanced real-time bidding auction optimization engine, access to a global, high-quality marketplace, robust data and AI capabilities, and flexibility to execute concurrent campaign strategies designed to drive strong returns on digital advertising investments. When customers utilize our platform on an end-to-end basis, they often realize cost efficiencies and enhanced ROAS. Our platform handles approximately 487 billion daily ad requests on average. Each ad request is processed in a fraction of a second (55ms on average) and powered by our real-time bidding engine, which leverages private servers and infrastructure in four strategically placed data centers located in the U.S., Europe, and Asia Pacific, as well as cloud resources. Key Components of our end-to-end platform include: • Demand Side Platform – We offer a self-service DSP solution that enables advertisers and their agencies to efficiently plan, activate, and manage omnichannel campaigns, optimize toward improved performance and ROI, and gain deep insights into brand engagement. Our DSP provides extensive access to premium inventory, differentiated data for audience targeting, AI, planning capabilities across formats, incrementality testing solutions, and advanced reporting and measurement. We also offer full-service or hybrid buying models for advertisers and agencies to support a broad range of business needs. • Data Platform – We offer a fully integrated data platform that sits at the core of our end-to-end offering and unlocks the value of data flowing through our DSP and SSP solutions. Our data platform, referred to as “Nexxen Data Platform,” enables advertisers and publishers to directly onboard, manage, plan, activate and measure, with data from multiple (and in some case exclusive) sources to optimize performance and ROI. Nexxen Data Platform delivers actionable insights and recommendations across geographic, behavioral, consumption, demographic, and other data dimensions within a unified solution. Our data platform supports direct data onboarding, audience targeting and segmentation, sentiment analysis, reach extension, identity resolution, optimization, and measurement, and is continually enhanced through AI and machine learning. We believe an integrated data platform that can support advertisers and digital publishers across the entire data supply chain is a critical component of our marketplace, as it enables more accurate audience targeting, improved campaign optimization, and consistent data activation across channels and formats. • Supply Side Platform – We offer a self-service SSP solution that enables publishers to sell their digital advertising inventory through a real-time bidding auction across all screens, including mobile devices, CTVs, streaming devices, and desktops. Our SSP provides publishers with access to robust data, differentiated demand sources, and a comprehensive product suite designed to support efficient and effective inventory management, yield optimization, deal management and revenue growth. • Analytics and AI (“nexAI”) – We collect, synthesize, and analyze data across our platform using a combination of our comprehensive suite of AI-powered solutions (which we’ve branded as “nexAI”), machine learning, and deep learning technologies. These capabilities generate efficiency and actionable insights that inform bidding decisions, optimize campaign performance, and support forecasting of ad impression and auction dynamics. We believe these analytics and AI-driven capabilities enhance outcomes for both advertisers and publishers, and we expect to continue investing in these technologies to improve performance, efficiency, and scalability across our platform. • Nexxen Discovery – Nexxen Discovery is an audience insight and activation product, and key component of Nexxen Data Platform. It unifies data from cross-channel sources, including our proprietary TV viewership data, and leverages first-party data to build intelligent audience profiles that are utilized across planning and activation. Powered by AI and machine learning, Nexxen Discovery provides actionable audience insights, including around sentiment analysis, interest, and brand affinity, to help customers create targeted segments, extend reach, and optimize campaigns in real time. It integrates seamlessly with our DSP and SSP to support planning, activation, and measurement across channels and inventory. • Nexxen Studio – Nexxen’s in-house digital creative studio provides a range of creative solutions tailored to the needs of brands and agencies. Our comprehensive pre-flight creative testing and audience based in-flight creative optimization capabilities are enhanced through AI and fully integrated with Nexxen’s flexible, unified platform to maximize campaign performance. 39 DSP Key features of our DSP include: • Comprehensive, AI-powered, intuitive self-service interface that enables advertisers to seamlessly plan, activate, and manage campaigns with full control while streamlining daily workflows. • Advanced machine learning algorithms that optimize toward customers’ specific campaign goals, provide efficiency, and drive effective buying to meet online and offline KPIs. • Seamless access to a variety of premium (and in some cases exclusive) data sources, including advertisers’ first-party data, proprietary Nexxen data, and a wide range of specialized third-party data across verticals. • Robust forecasting and planning tools that accurately predict reach and spend across screens, formats, and audiences, helping advertisers strategically prepare campaigns for success. • Access to premium (and in some cases exclusive) supply from Nexxen SSP and other leading third-party SSPs. • Programmatic buying support for Smart TV home screen native units. • Real-time automated bidding and optimization that leverages AI to improve campaign performance dynamically. • Comprehensive and transparent omnichannel reporting and analytics tools that allow advertisers to track campaign performance in real-time, build custom and advanced reports, and combine with other data sets for independent analysis. • Integration with Nexxen Studio, offering creative solutions ranging from turnkey to fully customizable designed to drive performance across digital environments. • Data and brand surveys that deliver actionable insights for advertisers to evaluate brand lift, behavioral engagement, and emotional impact. • Comprehensive suite of brand safety solutions, including integrations with industry-leading verification partners, ensuring campaigns are executed securely and with confidence. SSP Key features of our SSP include: • Comprehensive and highly intuitive self-service platform that enables publishers to easily integrate into our ecosystem, manage their digital inventory, access real-time reporting and analytics, and transact with programmatic buyers through private marketplace (“PMP”) deals. Publishers also benefit from demand available directly through our proprietary DSP solution and additional demand facilitation initiatives driven by our global salesforce. • Direct connection to Nexxen DSP, and other major leading DSPs, alongside compatibility with most AdAge top 100 brands. Our SSP delivers over 21 billion advertisements to viewers every month, optimizes content across multiple ad formats, builds effective custom audiences, and delivers strong ROI at scale. • Omnichannel marketplace with access to 1,304 active publishers across the globe. • Access to proprietary ACR data through our exclusive TV Intelligence product, which enhances monetization by creating comprehensive audience targeting opportunities. • Simplified first-party data onboarding for key-value pair targeting, contextual cookie-less targeting options, and access to a variety of third-party audience data sources. Identity resolution capabilities allow publishers to connect audiences across devices and channels, providing advertisers with a closer connection to their target audiences and improving inventory monetization. 40 • Industry-leading forecasting analytics and data-driven yield optimization tools that maximize inventory monetization and deliver strong ROI at scale. • Ability for publishers to customize their experience by opting out of certain ad verticals or specific advertisers, managing channel conflicts, and controlling inventory access. • Support for all major integration types, including open real-time bidding, header-bidding solutions, and proprietary client-side solutions, such as our video player, giving publishers flexibility in how they offer inventory to advertisers. • Curated Marketplace, a self-service or API-accessed solution for brands, publishers, media, and data companies to manage, optimize, and monetize assets with a direct path to premium publisher inventory. This product allows users to create highly targeted, high-value PMPs. • Transparent pricing and reporting that enables publishers to see revenue performance and make data-driven decisions about their inventory. Nexxen Data Platform Key features of Nexxen Data Platform include: • Integrated audience segmentation and targeting – Audience segments are generated directly within our platform using a combination of first- and third-party data, including strategic data partnerships. Advertisers and publishers can also connect and activate their own first-party data across our ecosystem to improve campaign precision. • Advanced machine learning and AI capabilities – Our platform leverages statistical models and AI-driven analysis to uncover insights from behavioral, demographic, and contextual data, enabling advertisers and publishers to achieve stronger performance metrics, optimize targeting, and improve ROI. • Direct onboarding and activation of first-party data – Advertisers and publishers can seamlessly and directly onboard their first-party data into Nexxen Data Platform, enabling unified reporting, reach extension, audience targeting, and advanced measurement across the entire ecosystem. • Enhanced forecasting and analytics – The platform provides actionable insights and forecasting tools to predict audience scale, reach, and media costs. Insights can be accessed through self-service interfaces or curated by our data team to support campaign planning and PMPs. • Identifier and measurement solutions – Our platform includes identity resolution capabilities, connecting audiences across devices and channels to enhance targeting, attribution, and measurement. • Proprietary data assets and TV intelligence – Our expertise in collecting, packaging, and activating TV viewership data through Nexxen TV Intelligence allows advertisers to plan, activate, and measure campaigns across digital formats with retargeting and attribution benefits. Nexxen has an exclusive global ACR data partnership with V that customers can leverage in their CTV targeting and measurement efforts. • End-to-end ecosystem integration – As part of our unified tech stack, our data platform seamlessly connects with our DSP, SSP, AI, and other tools, enabling efficient audience activation, campaign optimization, and measurement across the full advertising supply chain. Nexxen Discovery Key features of Nexxen Discovery include: • Unification of disparate data across digital, TV (linear, CTV, and streaming), and social environments, combined with proprietary web-based panels and bid-stream data, to provide a clear view of audiences and enable precise, flexible targeting and reach extension. • Utilization of AI, machine learning, and natural language processing to analyze behavioral patterns, sentiment, trends, and interests, delivering actionable insights for customers. 41 • Provides clients with a comprehensive set of capabilities to discover, understand, monitor, and engage their audiences across channels, supporting real-time activation based on consumer behaviors and interests. • Enables the use of first-party data to enhance targeting, expand audience reach, and optimize campaigns across channels and inventory. • Produces custom, transparent audience segments and smart contextual targets derived from behavioral patterns and sentiment to improve engagement, reach, and campaign performance. Our Customers Our customers consist largely of leading global brands and advertising agencies on the demand side, and high-quality publishers on the supply side, spanning several industries including retail, entertainment, consumer, financial services, healthcare, and others. For the year ended December 31, 2025, we had 627 active customers, including industry-leading brands and agencies such as IPG, WPP, Publicis, H/L, Yahoo!, Tinuiti, and LG. On our demand side, brands and agencies leverage our self-service, managed-service, and hybrid DSP offerings, with integrations across the industry’s major third-party DSPs. On the supply side, we service digital publishers, app developers, and self-service platform subscribers, also supported by integrations with leading third-party SSPs. We generally contract with customers through master services agreements (“MSAs”) and/or insertion orders, which govern the terms of running particular campaigns. Our MSAs typically have one-year terms that renew automatically unless terminated earlier, giving users access to our platform. We maintain long-standing relationships with our customer base, which tend to repeatedly use our platform. This is reflected in our Contribution ex-TAC retention rate of 92% for the year ended December 31, 2025. While our Contribution ex-TAC per active customer increased in 2025, compared to 2024, our Contribution ex-TAC retention rate was impacted by our strategic decision to discontinue relationships with smaller customers that were not generating meaningful revenue or profitability for Nexxen to increase focus on supporting relationships with larger customers that have more sizable budgets to deploy. Advertising spend was also constrained to an extent due to cautious and uneven consumer spending, macroeconomic and industry uncertainty, evolving U.S. trade dynamics, ongoing geopolitical hostilities, tariffs, reduced political advertising spend, and reduced spending by one large DSP customer driven by their increased SPO efforts. Over time, we anticipate increasing our Contribution ex-TAC retention rate, supported by our ability to generate strong customer ROI through multiple integrated solutions spanning the entire digital advertising supply chain. Our Competition We have a number of competitors that operate in portions of our business, but few provide the full end-to-end technology solution that we offer. We believe that our long track record and expertise in the digital advertising industry, combined with our ability to operate technology and data solutions for both sides of the advertising ecosystem through a unified data- and AI-powered platform, gives us significant advantages in platform development and a long lead over new entrants. Our platform supports the entire campaign lifecycle, from planning and activation to optimization, measurement, and monetization, enabling advertisers and publishers to maximize ROI and efficiency. We compete primarily based on the campaign performance of our platform, the breadth and capabilities of our technology, identity resolution, omnichannel reach, planning and audience tools, proprietary datasets, AI features, and advanced reporting and measurement functionalities. On the demand side, companies such as Viant Technology, Inc. and The Trade Desk, Inc. are some of our key competitors. On the supply side, companies such as Magnite, Inc., FreeWheel Media, Inc., and PubMatic, Inc. are our main competitors, all of which compete to provide publisher inventory to advertisers. We believe the principal competitive factors in our industry include: • proven, robust, and differentiated self-service, managed-service, and hybrid offerings; • omnichannel execution; • integration and ease-of-use; • quality, scale, and reach of digital advertising demand and inventory globally; • first-party data and identity solutions; 42 • depth and breadth of relationships with brand advertisers, premium publishers, agencies, and data providers; • full suite of viewability, measurement, verification, and brand safety offerings; • customer support and account management; • differentiated data, media, and demand sources; • data efficacy and the ability to drive performance and ROI; • ability to support customers across their workflows; • AI, machine learning, and technology capabilities and innovation; • flexible pricing; and • transparency. We believe that we compete favorably with respect to all these factors and are well positioned as a full-service, end-to-end platform catering to both advertisers and digital publishers. Technology and Development Our business model enables us to invest in our research and development, which has been a key driver of our growth. Our platform is highly efficient at processing and managing large, complex data sets and is used in real-time by both advertisers and digital publishers. We are committed to innovative technologies and the rapid introduction of enhanced functionalities to meet the evolving needs of our customers. We therefore expect technology and development expenses to increase as we continue to invest in our platform, particularly through investments in AI, data, and machine learning, to support higher advertising spend volumes, attract new customers, differentiate our platform, and expand in the U.S. and internationally. Our technology and development teams are based in the United States and Israel. For December 31, 2025, research and development expenses accounted for 20.9% of our operating expenses. Sales and Marketing As an end-to-end platform, we have highly qualified sales teams dedicated to acquiring new premium advertiser and publisher customers and expanding revenue relationships with existing customers. These teams focus on selling access to our platform through self-service, managed-service, and hybrid offerings. Our global sales and marketing team consisted of 502 employees (inclusive of all sales, marketing, and relevant support teams) as of December 31, 2025, and takes a proactive, hands-on approach to cultivating and enhancing advertiser, agency, and digital publisher relationships. We have dedicated teams focused on post-sale support to ensure customer success. Our client success team onboards advertisers and regularly liaises with them to optimize delivery against KPIs and help achieve their goals throughout the campaign lifecycle. Our publisher operations team onboards publishers and engages directly with them to support their needs and help effectively monetize inventory. Our Team and Culture As part of our track record of successfully integrating acquisitions and managing a global, multi-functional organization, we pride ourselves on bringing together teams across geographies, products, and functions under one cohesive culture. We strive daily to embody innovation, commitment, collaboration, and authenticity. Our management team fosters a transparent culture, encouraging employees to share their feedback, ideas, and suggestions through an open-door policy and internal surveys that gauge satisfaction and gather input for continuous improvement. We communicate and build relationships with external stakeholders through our marketing efforts, including digital and social media, events, public relations, direct marketing, and online advertising. Our “People & Culture” programs provide employees with volunteer opportunities in local communities, particularly focused on education and serving the underprivileged. We also regularly donate to volunteer associations. Our employees generally have long tenure across our entities, with an average tenure of approximately seven years for our leadership team and approximately five years across all employees. 43 We believe we attract talented employees to our company, and sophisticated customers to our platform, largely due to our vision and commitment to leveraging cutting-edge data, technology, and AI to create solutions that help advance the digital advertising industry. As of December 31, 2025, we had 909 employees globally. Intellectual Property Our success depends, in part, on our ability to protect the proprietary methods and technologies that we develop or otherwise acquire. 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 in the United States. In 2024, we successfully rebranded our Company’s various businesses under the name “Nexxen” and associated Nexxen logo to further promote our unified service and product offerings. The Company has been working on this rebranding in its public-facing assets. The Company has obtained international trademark registration for these trademarks. The Company has obtained trademark registrations in Australia, the European Union, Israel, Mexico, Singapore, the United Kingdom, China, and the United States. The Company is actively prosecuting similar trademark applications in Canada and Japan. The Company also uses and actively protects other trademarks in various jurisdictions and holds trademark registrations for the Perk mark in the United States and the Perk logo in Australia, New Zealand, India, the European Union, United Kingdom, and WIPO. We generally enter into confidentiality and/or license agreements with our employees, consultants, vendors and advertiser customers, and we generally limit access to, and distribution of, our proprietary information. We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost effective. Privacy and Data Modern consumers use multiple platforms to learn about and purchase products and services, and consumers have come to expect a seamless experience across all channels. This challenges marketing organizations to balance the demands of consumers and the most effective advertising techniques with responsible, privacy-compliant methods of managing data internally and with advertising technology intermediaries. In the United States, both state and federal legislation govern activities such as the collection and use of data by companies that engage in digital advertising like us. Also, because our platform reaches users throughout the world, some of our activities may also be subject to foreign laws and regulations. As we continue to expand internationally, we will be subject to additional laws and regulations, and these requirements may affect how we conduct business. The U.S. Congress and state legislatures, along with federal regulatory authorities, have increased their attention on matters concerning the collection and use of personal data, including relating to internet-based advertising. Data privacy legislation has been introduced in the U.S. Congress, and several states, including California, Colorado, Connecticut, Utah, and Virginia have enacted comprehensive privacy legislation granting rights to consumers to enable increased control over the use of their data. These laws include a consumer’s ability to restrict use of their personal data for cross-context advertising purposes. Additional state legislatures have introduced data privacy legislation. Many non-U.S. jurisdictions have also enacted or are developing laws and regulations governing the collection and use of personal data. For example, the Israeli Privacy Protection Law, 5741-1981, has been amended, with amendments now in effect that extend its reach over Israeli residents as well as personal information of foreign residents transferred to Israel, each of which provide for potentially material penalties for non-compliance. Additionally, U.S. and foreign governments have enacted or are considering enacting legislation that could significantly restrict our ability to collect, augment, analyze, use and share data collected through cookies and similar technologies, such as by regulating the level of consumer notice and consent required before a company can employ cookies or other electronic tools to track people online. In the United States, the FTC has commenced the examination of privacy issues that arise when marketers track consumers across multiple devices, otherwise known as cross-device tracking. In addition to the requirements relating to cookies or similar technologies described in the section “Risk Factors—Risks Relating to Legal or Regulatory Constraints—We are subject to laws and regulations related to data privacy, data protection, and information security, and consumer protection across different markets where we conduct our business, including in the United States, the EEA and the United Kingdom and industry requirements and such laws, regulations, and industry requirements are constantly evolving and changing. Our actual or perceived failure to comply with such laws and regulations could have an adverse effect on our business, results of operations and financial condition”, in the European Union and the United Kingdom, informed consent is required for the placement of a cookie or similar technologies on a user’s device and for direct electronic marketing. The GDPR and UK GDPR also impose conditions for obtaining valid consent, such as a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology. Detailed guidance relating to these requirements has been published by the European Data Protection Board (and its predecessor, the Article 29 Working Party) as well as various supervisory authorities in the European Union and the United Kingdom. While not legally binding, such guidance reflects the position and understanding of the regulators and their approach to enforcement. Supervisory authorities in the European Union and the United Kingdom are increasingly focusing on the AdTech industry and its compliance with these requirements. Several high-profile investigations are currently underway, and a number of fines have been issued against businesses for their failure to, amongst other things, properly notify individuals of how their data is being used and to collect informed consent. 44 Additionally, our compliance with our privacy policy and our general consumer data privacy and security practices are subject to review by regulatory bodies such as the FTC, which may bring enforcement actions to challenge allegedly unfair and deceptive trade practices, including the violation of privacy policies and misrepresentations or material omissions therein. Certain State Attorneys General and state privacy regulators such as the California Privacy Protection Agency (“CPPA”) in the United States may also bring enforcement actions based on comparable state laws or federal laws that permit state-level enforcement. In California, for example, the Attorney General and the CPPA may bring enforcement actions for violations of the CCPA. When we receive bid requests that include an opt-out signal, we do not “sell” or “share” personal information, as defined by the CCPA. We have also adopted the Digital Advertising Alliance CCPA Compliance Framework, which includes a technical specification to identify consumer signals to opt-out of sale of their personal information and have signed the IAB Limited Service Provider Agreement that imposes service provider obligations for certain opted-out bid requests. These IAB frameworks are designed to facilitate compliance with the CCPA although the California Attorney General’s office has not yet approved such frameworks. The CCPA sets forth high potential liabilities for data privacy violations on a per-incident basis, and the industry faces an uncertain compliance burden as our partners and publishers work to become compliant with the law. Also, the amendments to the CPPA, which became effective on January 1, 2023, impose additional data protection obligations on in scope businesses, including additional consumer rights processes and opt-outs for certain uses of sensitive data and sharing of personal data. Since California enacted the CCPA, several states have enacted comprehensive consumer privacy laws including, but not limited to, the Colorado Privacy Act (effective July 1, 2023), the Connecticut Data Privacy Act (effective July 1, 2023), the Virginia Consumer Data Protection Act (effective January 1, 2023), and the Utah Consumer Privacy Act (effective December 31, 2023). We expect the trend of enacting new and comprehensive privacy legislation to continue not only in the United States but also around the globe. 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. To protect against unlawful content (advertiser and publisher), we include restrictions on content in our terms and conditions. We also utilize various technologies and processes to review publisher properties and use third party software to screen impressions we acquire through advertising exchanges. 45 4.C. ORGANIZATIONAL STRUCTURE The following table sets out details of the Company’s subsidiaries: Name of company Country of Incorporation Ownership Percentage Taptica Inc. USA 100% YuMe Inc* USA 100% Perk.com Canada Inc Canada 100% Nexxen Group LLC USA 100% Nexxen Group US Holdings Inc.* USA 100% Nexxen Holdings Ltd* UK 100% Nexxen Group Ltd UK 100% Nexxen Media Pte. Ltd. (f/k/a Unruly Media Pte. Ltd) Singapore 100% Nexxen Pty Ltd* Australia 100% Nexxen Media Japan K.K. (f/k/a Unruly Media K.K.) Japan 100% Nexxen Video Distribution Sdn. Bhd. (f/k/a Unmedia Video Distribution Sdn. Bhd.) Malaysia 100% Nexxen CTRL GmbH (f/k/a SpearAd GmbH) Germany 100% Nexxen Inc.* USA 100% Amobee Ltd Israel 100% * Under these companies, there are eleven (11) wholly owned subsidiaries that are inactive, liquidated or in liquidation process. 4.D. PROPERTY, PLANTS AND EQUIPMENT Our headquarters are located in Tel Aviv, Israel where we occupy facilities totaling approximately 26,910 square feet under a lease that expires in December 2028. In addition, we have key locations in New York, New York; Los Angeles, California; San Carlos, California; San Diego, California; San Francisco, California; Chicago, Illinois; Baltimore, Maryland; Burlington, Massachusetts; Dallas, Texas; and Bellevue, Washington in the United States, as well as international locations in Canada, the United Kingdom, Japan, Singapore, Australia, and Germany. These locations support our key business functions including sales and marketing, customer support, business development, engineering, product development, and infrastructure support. We believe that our current facilities are suitable to meet our existing needs. 4A. UNRESOLVED STAFF COMMENTS Not applicable.