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Item 5 — Management's Discussion and Analysis
Nexxen International Ltd. · 20-F · FY 2025 · Period ended Dec 31, 2025
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AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion and
analysis of our financial condition and results of operations together with Item 4. “Information on the Company – 4B. Business
Overview” and our audited consolidated financial statements and the related notes thereto appearing at the end of this Annual Report.
We present our audited consolidated financial statements in USD and in accordance with International Financial Reporting Standards, or
IFRS, as issued by the International Accounting Standards Board, or IASB.
You should carefully review and consider the
information regarding our financial condition and results of operations set forth under Item 5. “Operating and Financial Review
and Prospects” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the Securities and Exchange
Commission on March 5, 2025, for an understanding of our operating results and liquidity discussions and analysis comparing fiscal year
2024 to fiscal year 2023.
Some information included in this discussion
and analysis, including statements regarding industry outlook, our expectations regarding our future performance, liquidity and capital
resources and other statements regarding our plans and strategy for our business and related financing, are forward-looking statements.
These forward-looking statements are subject to numerous risks and uncertainties. Please see “Special Note Regarding Forward-Looking
Statements and Risk Factor Summary” in this Annual Report. You should read the “Risk Factors” section of this Annual
Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied
by the forward-looking statements contained in the following discussion and analysis.
We maintain our books in USD, which is the Company’s functional
currency, and which have been rounded to the nearest thousands, except when otherwise indicated. The USD is the currency that represents
the principal economic environment in which the Company operates, and we prepare our financial statements in accordance with IFRS as issued
by the IASB.
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5.A. OPERATING RESULTS
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, positions 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.
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 and spending 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. and global trade
dynamics, ongoing geopolitical hostilities, tariffs, reduced political advertising spend compared to 2024, and increased supply path optimization
(“SPO”) efforts by larger DSPs within the industry.
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On August 18, 2022, the Company completed a $25 million investment
in V (formerly known as "VIDAA"), a smart TV operating system, streaming platform, and subsidiary of Hisense, receiving a minority equity
stake in V. The Company also entered a commercial partnership with V through which it gained exclusive global access to utilize and share
V’s automatic content recognition (“ACR”) data for CTV audience targeting and measurement, and ad monetization exclusivity
on V media in the U.S., U.K., Canada and Australia, both through at least the end of 2026. In August 2025, the Company entered into an
additional investment, and new commercial, agreement with V. Under the additional investment agreement, the Company is expected to complete
a total investment of up to $35 million in exchange for newly issued V ordinary shares, to be made in two tranches. The first tranche,
in the amount of approximately $20 million, was completed in August 2025. The second tranche, in the amount of approximately $15 million,
is expected to be deployed in Q3 2026. Following the full deployment of the previously announced investment, the Company will have invested
a total of $60 million in V, representing an equity stake of approximately 6% of V’s outstanding shares. Through the Company’s
new commercial agreement, which went into effect on January 1, 2026, Nexxen extended its global ACR data exclusivity with V and gained
ad monetization exclusivity on V’s North American video and native display media, both through at least the end of 2029.
The Company currently has no principal long-term debt. At the beginning
of 2025, the Company had a $90 million senior secured revolving credit facility (the “Revolving Credit Facility”). In May
2025, the Company announced an amendment to its Revolving Credit Facility, through which it reduced the capacity from $90 million to $50
million and extended its maturity to September 2027. The updated Revolving Credit Facility provides the Company with additional liquidity,
which may be utilized for a variety of purposes (including future strategic investments and initiatives) alongside existing surplus cash
resources.
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 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 in the second half
of the year, particularly Q4 2025, by several factors including reduced spending by one large DSP customer due to its increased SPO efforts
in Q4 2025, more competitive CTV CPMs, the absence of elevated political advertising spend from the 2024 U.S. election cycle, and other
headwinds including evolving U.S. trade dynamics, geopolitical hostilities, and tariffs, which impacted advertising spend to an extent
from certain customers.
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 decrease 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 Business Model
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 CTV, Video, and data-driven solutions,
supported by a global team of seasoned technologists and industry experts.
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 several 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 returns on ad spend (“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.
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Key Components of our platform include:
• Demand Side Platform – We offer a self-service DSP solution that enables advertisers and 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 across 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 platform performance, efficiency, and scalability.
• 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.
Key Factors Affecting Our Results of Operations
We believe our operating results are influenced by several factors,
including the following:
Attract, Retain
and Grow our Customer Base: Our growth in recent years has been driven by a combination of expanding existing advertiser and publisher
customer usage and spending across our platform, including through greater multi-solution adoption, and adding new advertiser and publisher
customers. As a result, our revenue growth depends significantly upon our ability to retain our existing advertiser and publisher customers
and capture a larger amount of their advertising spend and budgets through our platform.
For the year ended December 31, 2025, we achieved gross profit
per active customer (calculated as our gross profit for the period divided by our active customers for the period) of $412,901 and Contribution
ex-TAC per active customer (calculated as our Contribution ex-TAC for the period divided by our active customers for the period) of $563,204.
In comparison, for the year ended December 31, 2024, we achieved gross profit per active customer of $393,698 and Contribution ex-TAC
per active customer of $526,035. The increases in 2025 were largely driven by increased spend consolidation and multi-solution adoption
among enterprise customers. Our Contribution ex-TAC retention rate in 2025 fell to 92% compared to 102% in 2024 due largely to our strategic
decision to discontinue relationships with smaller customers that were not generating meaningful revenue or profitability, to focus on
supporting relationships with larger enterprise customers with more sizable budgets to deploy. We believe we are strongly positioned to
increase our Contribution ex-TAC retention rate over the long-term through greater enterprise and multi-solution adoption across our end-to-end
platform.
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Investment
in Growth: We believe that the advertising market is in the early stages of a secular shift towards digital video advertising which
we have focused on for several years, and Digital Video advertising represented approximately 71% of our Programmatic revenue for the
year ended December 31, 2025. We plan to invest in driving long-term growth by focusing on some of the key drivers of digital advertising
growth; particularly Video and CTV. We anticipate our operating expenses will increase in the foreseeable future as we invest in platform
operations, sales and marketing, and technology and development, to enhance our product functionalities, and ability to sell them, including
through potential future acquisitions, deployment of more self-service and AI capabilities for both our advertiser and publisher customers,
the expansion of our data relationships and data capabilities, and the addition of more ad format functionality across our platform. We
believe these investments will contribute to our long-term growth, although it is uncertain whether these investments may impact our profitability
in the near-term.
Growth of the
Digital Video Advertising Market and Macroeconomic Factors: We expect to continue to benefit from overall adoption of digital video
advertising by both advertisers and publishers. Any material change in the growth rate of digital video advertising, or rates of adoption,
could affect our performance. Recent trends have indicated that advertising spend is closely tied to advertisers’ financial performance
and macroeconomic conditions either generally, or in one or more of the industries in which our advertisers operate, or our publishers
focus. An economic downturn could adversely impact the digital advertising market and our operating results.
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 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
impacting the business primarily in the second half of the year, particularly Q4 2025, including reduced spending by one large DSP customer
due to its increased SPO efforts in Q4 2025, the absence of elevated political advertising spend from the 2024 U.S. election cycle, and
other headwinds including evolving U.S. trade dynamics, geopolitical hostilities and tariffs which, to an extent, limited advertising
spend from certain partners. It is possible some of the challenging conditions experienced by advertisers in 2025 could continue in 2026
which could potentially impact advertising conditions and Nexxen’s future revenue growth, see “Risk
Factors—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.”
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 has reflected our highest level of advertising activity, while the first quarter of the calendar year 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 advertising events that do not occur on an annual
basis, 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.
Components of Our Results of Operations
In this section, we use the following terms:
“Programmatic”
refers to our core end-to-end programmatic advertising platform, which uses software and algorithms to match buyers and sellers of digital
advertising in a technology-driven marketplace; transactions within our Programmatic business lines are executed in milliseconds.
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“Performance”
refers to our non-core, non-programmatic performance business lines consisting primarily of mobile-based solutions that help brands reach
their users; revenue generated in our Performance business lines is contingent on the occurrence of performance-based metrics, such as
app downloads and installations.
Revenue. Our revenue is
generated from transactions where we provide a platform for the purchase and sale of digital advertising inventory. 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) across
various devices (including mobiles, CTVs, streaming devices, and desktops), creating an efficient marketplace where advertisers (buyers)
are able to purchase high quality advertising inventory from publishers (sellers) at scale.
We generate revenue through fees that we charge, based on customer
type, to utilize our solutions and services and upon usage and delivery.
Often, advertisers use our DSP solution in connection with access
to our Data Platform for optimizing media buys from our SSP solution.
Cost of revenue (exclusive of
depreciation and amortization). Cost of revenue (exclusive of depreciation and amortization) primarily consists of hosting fees
and data costs for both Programmatic and Performance (non-programmatic) activities, as well as media costs for Performance (non-programmatic)
activities that are directly attributable to revenue generated by the Company and generally based on revenue share arrangements with audience
and content partners.
Research and development expenses.
Research and development expenses consist primarily of compensation and related costs for personnel responsible for the research and development
of new and existing products and services. Where required, development expenditures are capitalized in accordance with the Company’s
standard internal capitalized development policy in accordance with International Accounting Standard (“IAS”) 38. All research
costs are expensed when incurred.
Selling and marketing expenses.
Selling and marketing expenses consist primarily of compensation and related costs for personnel engaged in customer service, sales and
sales support functions, as well as advertising and promotional expenditures.
General and administrative expenses.
General and administrative expenses primarily consist of compensation and related costs for personnel and include costs related to the
Company’s facilities, and its finance, human resources, doubtful debts, and legal organizations, as well as fees for professional
services. Professional services are principally comprised of external legal, information technology consulting and outsourcing services
that are not directly related to our other operational expenses.
Depreciation and amortization.
Depreciation and amortization primarily consist of depreciation of fixed assets, amortization of intangible assets, depreciation and amortization
of right of use assets, and amortization on unfavorable contracts.
Other expenses, net. Other
expenses, net includes losses and revaluation on sales of business units and remeasurement of net investment in a finance lease.
Financing income. Financing
income primarily consists of foreign currency gains and interest income.
Financing expenses. Financing
expenses primarily include exchange rate differences, interest expenses, and bank fees.
Taxation. Taxation consists
primarily of income taxes related to the jurisdictions in which we conduct business. Our effective tax rate is affected by non-deductible
expenses net of tax-exempt income, utilization of tax losses from prior years for which deferred taxes were not created, effect on deferred
taxes at a rate different from the primary tax rate, effect of reduced tax rates on preferred loss or income, recognition of deferred
taxes for tax losses and benefits from previous years for which deferred taxes were not created in the past, recognition in temporary
differences for which deferred taxes are not recognized and foreign tax rate differential. As of December 31, 2025, we had tax loss carryforwards
totaling $24.5 million (2024: $51.6 million) in operating loss, which will begin to expire in 2032; $256.6 million (2024: $265.9 million)
in operating loss carryforwards, which can be utilized through 2074; and $29.5 million 2024: $29.5 million) in capital loss carry forwards
from the U.S. Additionally, we had $25.0 million (2024: $27.8 million) in operating loss carry forwards, $0.5 million (2024: $2.8 million)
in capital loss carryforwards from Israel; and $20.1 million (2024: $18.7 million) operating loss carryforwards from other international
jurisdictions.
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Results of Operations
The following tables set forth our results of operations in U.S.
dollars and as a percentage of revenue for the years indicated.
Year Ended December 31, 2025 Year Ended December 31, 2024
(In thousands) As a % of revenue (In thousands) As a % of revenue
Revenue $ 364,780 100.0 % $ 365,477 100.0 %
Cost of revenue (exclusive of depreciation and amortization shown separately below) 54,979 15.1 61,020 16.7
Research and development 58,059 15.9 49,992 13.7
Selling and marketing 122,975 33.7 112,227 30.7
General and administrative 33,194 9.1 41,237 11.3
Depreciation and amortization 63,124 17.3 58,676 16.1
Other expenses, net — — 1,504 0.4
Profit from operations 32,449 8.9 40,821 11.2
Financing income (7,010 ) (1.9 ) (6,657 ) (1.8 )
Financing expenses 2,200 0.6 8,946 2.4
Financing expenses (income), net (4,810 ) (1.3 ) 2,289 0.6
Profit before taxes on income 37,259 10.2 38,532 10.5
Tax expenses 12,216 3.3 3,095 0.8
Profit for the year 25,043 6.9 35,437 9.7
Foreign currency translation differences for foreign operation 2,824 0.8 (35 ) —
Total comprehensive income for the year $ 27,867 7.6 % $ 35,402 9.7 %
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Year Ended December 31, 2025 compared to Year Ended
December 31, 2024
Year Ended December 31, Change
2025 (In thousands) 2024 (In thousands) $ %
(in thousands, except for percentages)
Revenue $ 364,780 $ 365,477 $ (697 ) (0.2 )%
Revenue decreased by $0.7 million, or 0.2%, to $364.8 million for
the year ended December 31, 2025, from $365.5 million for the year ended December 31, 2024. The decrease was driven by a 41.1% decline
in gross Performance (non-programmatic) revenue, largely offset by a 5.0% increase in programmatic revenue. Performance (non-programmatic)
revenue weakness was attributable to our diminishing focus on our non-core, non-programmatic business line amid our efforts to accelerate
programmatic revenue growth, which we view as our core business. Programmatic revenue growth was driven by strength across Desktop Video
and data products but constrained by several factors that impacted the business in the second half of the year, particularly in Q4 2025.
These factors included macroeconomic uncertainty, more competitive CPMs, spend reductions by certain customers driven by evolving U.S.
trade dynamics and tariffs, the absence of political advertising spend compared to 2024, and a significant reduction in spending by one
DSP customer within the Company’s open marketplace (“OMP”) channel as part of that customer’s SPO initiatives.
Cost of revenue
Year Ended December 31, Change
2025 (In thousands) 2024 (In thousands) $ %
(in thousands, except for percentages)
Cost of revenue (exclusive of depreciation and amortization) $ 54,979 $ 61,020 $ (6,041 ) (9.9 )%
Cost of revenue (exclusive of depreciation and amortization)
decreased by $6.0 million, or 9.9%, to $55.0 million for the year ended December 31, 2025, from $61.0 million for the year ended December
31, 2024. The decrease was driven primarily by a $10.4 million decrease in Performance (non-programmatic) costs, consistent with the corresponding
decline in Performance (non-programmatic) revenue, partially offset by a $4.3 million increase related to efforts necessary to expand
the Company’s data capabilities and capacity as part of a strategic partnership.
Research and development expenses
Year Ended December 31, Change
2025 (In thousands) 2024 (In thousands) $ %
(in thousands, except for percentages)
Research and development $ 58,059 $ 49,992 $ 8,067 16.1 %
Research and development expenses increased by $8.1 million, or
16.1%, to $58.1 million for the year ended December 31, 2025, from $50.0 million for the year ended December 31, 2024. The increase was
primarily driven by a $9.3 million increase in salaries and wages, reflecting higher headcount associated with AI-centric product investments
focused on enhancing the Nexxen Data Platform and Discovery tool, alongside a $2.2 million increase in share-based compensation. These
increases were partially offset by a $2.0 million increase in capitalized product innovation costs, and a $1.5 million decrease from the
elimination of an external product service consultant relationship from 2024 after bringing expertise in-house.
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Selling and marketing expenses
Year Ended December 31, Change
2025 (In thousands) 2024 (In thousands) $ %
(in thousands, except for percentages)
Selling and marketing $ 122,975 $ 112,227 $ 10,748 9.6 %
Selling and marketing expenses increased by $10.8 million, or 9.6%,
to $123.0 million for the year ended December 31, 2025, from $112.2 million for the year ended December 31, 2024. The increase was attributable
to a $4.6 million increase related to strategic consulting services focused on brand optimization and data and dashboard analytics capabilities,
a $3.4 million increase in share-based compensation, and a $2.7 million increase in salaries and wages.
General and administrative expenses
Year Ended December 31, Change
2025 (In thousands) 2024 (In thousands) $ %
(in thousands, except for percentages)
General and administrative $ 33,194 $ 41,237 $ (8,043 ) (19.5 )%
General and administrative expenses decreased by $8.0 million,
or 19.5%, to $33.2 million for the year ended December 31, 2025, from $41.2 million for the year ended December 31, 2024. The decrease
was primarily driven by a $9.2 million reduction in doubtful debt expenses due to improved collections, a $1.6 million decrease in expenses
following the Company’s 2025 Trading Structure Changes, and a $0.8 million decrease in legal expenses. These decreases were partially
offset by a $2.0 million increase in salaries and wages, a $0.5 million increase in rent expenses, and a $1.0 million increase in share-based
compensation.
Depreciation and amortization expenses
Year Ended December 31, Change
2025 (In thousands) 2024 (In thousands) $ %
(in thousands, except for percentages)
Depreciation and amortization $ 63,124 $ 58,676 $ 4,448 7.6 %
Depreciation and amortization expenses increased by $4.5 million,
or 7.6%, to $63.1 million for the year ended December 31, 2025, from $58.7 million for the year ended December 31, 2024. The increase
was primarily driven by a $6.6 million increase related to the reassessment of the useful life of an unfavorable contract following changes
in commercial circumstances and market terms in 2024, a $3.8 million increase in amortization of internally developed software, and a
$1.2 million increase in depreciation on lease agreements. These increases were partially offset by a $6.4 million decrease in customer
relationship amortization and a $0.9 million decrease in server depreciation.
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Other expenses, net
Year Ended December 31, Change
2025 (In thousands) 2024 (In thousands) $ %
(in thousands, except for percentages)
Other expenses, net $ — $ 1,504 $ (1,504 ) (100.0 )%
Other expenses, net decreased by $1.5 million, or 100.0%,
to $0.0 million for the year ended December 31, 2025, from $1.5 million for the year ended December 31, 2024. The decrease was due to
a $1.5 million expense recorded in 2024 related to the remeasurement of the Company’s net investment in a finance lease, with no
comparable expense in 2025.
Financial expenses, net
Year Ended December 31, Change
2025 (In thousands) 2024 (In thousands) $ %
(in thousands, except for percentages)
Financial income $ (7,010 ) $ (6,657 ) $ (353 ) 5.3 %
Financial expenses $ 2,200 $ 8,946 $ (6,746 ) (75.4 )%
Financial expenses (income), net $ (4,810 ) $ 2,289 $ (7,099 ) (310.1 )%
Net financial expenses (income) decreased by $7.1 million,
or 310.1%, to $4.8 million income for the year ended December 31, 2025, from $2.3 million expense for the year ended December 31, 2024.
The decrease was primarily driven by a $3.3 million reduction related to foreign currency exchange rate fluctuations, a $3.0 million decrease
in interest expenses following the 2024 repayment of the loan associated with the acquisition of Amobee, a $1.8 million benefit related
to interest and linkage for prior years’ tax prepayments, and a $1.1 million hedging income. These decreases were partially offset
by a $2.2 million decline in interest income on cash and cash equivalents.
Tax expenses
Year Ended December 31, Change
2025 (In thousands) 2024 (In thousands) $ %
(in thousands, except for percentages)
Tax expenses $ 12,216 $ 3,095 $ 9,121 294.7 %
Tax expenses increased by $9.1 million, or 294.7%, to $12.2 million
for the year ended December 31, 2025 from $3.1 million for the year ended December 31, 2024. The difference between the effective tax
rate in 2025 of 33% and the Israeli corporate tax rate of 23% primarily reflects the impact of taxes in foreign and state jurisdictions,
non-deductible expenses, and temporary differences for exchange rate differences for which deferred taxes were not recognized. These impacts
were partially offset by a utilization and recognition of losses and benefits from previous years for which deferred taxes were not created
in the past, as well as differences between the measurement basis for tax purposes and financial reporting purposes (mainly related to
share based compensation and research and development tax credits).
The difference between the effective tax rate in 2024 of 8% and the Israeli corporate
tax rate of 23% primarily reflects the impact of taxes in foreign and state jurisdictions, differences between the measurement basis for
tax purposes and financial reporting purposes (mainly related to share based compensation and research and development tax credits), temporary
differences for depreciation income for which deferred taxes were not recognized and U.S. research and development tax credits from previous
years. These impacts were partially offset by an assessment received in 2025 from the Israeli tax authorities for the tax years up to
and including the year ended December 31, 2024, as well as non-deductible expenses.
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Total comprehensive income for the year
Year Ended December 31, Change
2025 (In thousands) 2024 (In thousands) $ %
(in thousands, except for percentages)
Total comprehensive income for the year $ 27,867 $ 35,402 $ (7,535 ) (21.3 )%
Total comprehensive income margin 7.6 % 9.7 %
Total comprehensive income decreased by $7.5 million, or 21.3%,
to $27.9 million for the year ended December 31, 2025, from $35.4 million for the year ended December 31, 2024. The decrease was largely
attributable to a $10.4 million decline in annual profit, partially offset by a $2.8 million fluctuation in foreign currency translation
differences for foreign operations. Total comprehensive income margin decreased to 7.6% for the year ended December 31, 2025, from 9.7%
for the year ended December 31, 2024. The margin decrease was driven primarily by a 294.7% increase in tax expenses offset by a 310.1%
increase in financial income.
Key Performance Indicators and Other Operating Metrics
We review the following indicators to measure our performance,
identify trends affecting our business, formulate business plans, and make strategic decisions. Increases or decreases in our key performance
indicators may not correspond with increases or decreases in our revenue. In this section, we use the following terms:
“Programmatic”
refers to revenue generated from our end-to-end programmatic advertising platform, which uses software and algorithms to match buyers
and sellers of digital advertising in a technology-driven marketplace. Transactions in our Programmatic business lines are executed in
milliseconds.
“Performance”
refers to revenue generated from our non-core, non-programmatic performance business lines consisting primarily of mobile-based solutions
that help brands reach their users. Revenue generated in our Performance (non-programmatic) business lines is contingent on the occurrence
of performance-based metrics, such as app downloads and installations.
The following tables summarize the key performance indicators that
we use to evaluate our business for the years presented.
Programmatic and Performance (Non-Programmatic)
Revenue by Media Type and Device
The following table summarizes Programmatic and Performance (non-programmatic)
revenue by selected media type and device for the years ended December 31, 2025 and 2024.
Yearly revenue matrix
2025 Revenue 2024 Revenue
(in thousands except percentages) Programmatic Performance Group Programmatic Performance Group
Video $ 242,040 — $ 242,040 $ 232,371 — $ 232,371
CTV(1) 45 % — 45 % 49 % — 49 %
Mobile(1) 29 % — 29 % 30 % — 30 %
Desktop(1) 18 % — 18 % 13 % — 13 %
Other(1) 8 % — 8 % 8 % — 8 %
Display $ 74,771 $ 24,153 $ 98,924 $ 79,057 $ 41,011 $ 120,068
Other(2) $ 23,816 — $ 23,816 $ 13,038 — $ 13,038
Total Group $ 340,627 $ 24,153 $ 364,780 $ 324,466 $ 41,011 $ 365,477
(1) Percent of total Video revenue.
(2) “Other” revenue in 2025 includes revenue generated from ATV, data products, audio and technology licensing. Growth in “Other” revenue in 2025 was driven primarily by increased revenue from data products and technology licensing.
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Selected Device – CTV
Year Ended December 31, 2025 Year Ended December 31, 2024 % Change
Revenue (in thousands) $ 109,432 $ 113,752 (3.8 )%
% of Programmatic revenue 32 % 35 %
CTV revenue decreased by $4.3 million, or 3.8%, to $109.4 million
for the year ended December 31, 2025, from $113.8 million for the year ended December 31, 2024. CTV was impacted by a variety of
factors observed primarily in the second half of the year, particularly Q4 2025. Those factors included macroeconomic uncertainty, more
competitive CTV CPMs, CTV advertising spend reductions by certain customers due to evolving U.S. trade dynamics and tariffs, the absence
of political CTV advertising spend compared to 2024, and a significant reduction in CTV advertising spend by one DSP customer within our
OMP channel, driven by that customer’s SPO initiatives. We believe we remain well-positioned to grow CTV revenue over time due to
our robust CTV-centric technology capabilities and differentiated CTV data and media assets, alongside growing industry adoption of programmatic
CTV advertising.
Selected Media Type – Video
Year Ended December 31, 2025 Year Ended December 31, 2024 % Change
Revenue (in thousands) $ 242,040 232,371 4.2 %
% of Programmatic revenue 71 % 72 %
Video revenue increased to $242.0 million for the year ended December
31, 2025, from $232.4 million for the year ended December 31, 2024. The increase was driven by growth in Desktop Video revenue, partially
offset by declines in Mobile Video and CTV revenue. While overall Video revenue increased year-over-year in 2025, growth was constrained
by several factors observed primarily in the second half of the year, particularly Q4 2025. Those factors included macroeconomic uncertainty,
more competitive CPMs, advertising spend reductions by certain customers related to evolving U.S. trade dynamics and tariffs, the absence
of political advertising spend compared to 2024, and a significant reduction in advertising spend by one DSP customer within our OMP channel,
driven by that customer’s SPO initiatives. We believe we remain well-positioned to grow Video revenue over time due to our strategic
focus on the format, robust Video-centric technology and data capabilities, and growing adoption of programmatic Video advertising.
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Other Key Financial Metrics Year Ended December 31,
2025 2024
IFRS measures
Revenue (in thousands) $ 364,780 $ 365,477
Gross profit (in thousands)(1) $ 258,889 $ 257,085
Total comprehensive income $ 27,867 $ 35,402
Total comprehensive income margin 7.6 % 9.7 %
Non-IFRS measures
Contribution ex-TAC (in thousands)(2) $ 353,129 $ 343,501
Adjusted EBITDA (in thousands)(3) $ 115,141 $ 114,555
Adjusted EBITDA margin(3) 31.6 % 31.3 %
(1) Gross profit is defined as total revenue for the year adjusted for cost of revenues (exclusive of depreciation and amortization) and depreciation and amortization attributable to cost of revenue.
Gross profit is a supplemental measure of our financial performance
that is not required by, or presented in the financial statements, and should not be viewed in isolation.
(2) Contribution ex-TAC is defined as our gross profit plus depreciation and amortization attributable to cost of revenue and cost of revenue (exclusive of depreciation and amortization) minus Performance (non-programmatic) media costs (as defined below) (“traffic acquisition costs” or “TAC”), as we arrange the transfer of such costs from the supplier to the customer through the use of our platform and do not control such features prior to the customer transfer.
Contribution ex-TAC is a supplemental measure of our financial
performance that is not required by, or presented in accordance with, IFRS. Contribution ex-TAC should not be considered as an alternative
to gross profit as a measure of financial performance. Contribution ex-TAC is a non-IFRS financial measure and should not be viewed in
isolation. We include Contribution ex-TAC in this Annual Report because we believe it is a useful measure in assessing the performance
of Nexxen because it facilitates a consistent comparison against our core business without considering the impact of traffic acquisition
costs related to revenue reported on a gross basis.
(3) Adjusted EBITDA is defined as total comprehensive income for the year adjusted for foreign currency translation differences for foreign operations, financial expenses (income), net, tax expenses, depreciation and amortization, stock-based compensation expenses, delisting related one-time costs and other expenses, net. Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue in this Annual Report.
Adjusted EBITDA is a non-IFRS financial metric. Adjusted EBITDA
is included in this Annual Report because it is a key metric used by management and our board of directors to assess our financial performance.
Adjusted EBITDA is frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. Management
believes that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do
not relate directly to the performance of the underlying business.
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The following table reconciles Contribution ex-TAC to the most
directly comparable IFRS financial performance measure, which is gross profit:
Year Ended December 31,
(in thousands) 2025 2024
Revenue $ 364,780 $ 365,477
Cost of revenue (exclusive of depreciation and amortization) (54,979 ) (61,020 )
Depreciation and amortization attributable to cost of revenue (50,912 ) (47,372 )
Gross profit (IFRS) 258,889 257,085
Depreciation and amortization attributable to cost of revenue 50,912 47,372
Cost of revenue (exclusive of depreciation and amortization) 54,979 61,020
Performance media cost (a) (11,651 ) (21,976 )
Contribution ex-TAC (Non-IFRS) $ 353,129 $ 343,501
(a) Represents the costs of purchases of impressions from publishers on a cost per thousand impression basis in our Performance (non-programmatic) business lines.
The following table reconciles Adjusted EBITDA to the most directly
comparable IFRS financial performance measure, which is total comprehensive income for the year:
Year Ended December 31,
(in thousands) 2025 2024
Total comprehensive income for the year $ 27,867 $ 35,402
Foreign currency translation differences for foreign operation (2,824 ) 35
Taxes expenses 12,216 3,095
Financial expenses (income), net (4,810 ) 2,289
Depreciation and amortization 63,124 58,676
Stock-based compensation expenses 18,048 11,460
Other expenses, net — 1,504
Delisting related one-time costs 1,520 2,094
Adjusted EBITDA $ 115,141 $ 114,555
Contribution ex-TAC
Contribution ex-TAC increased by 2.8% to $353.1 million for the
year ended December 31, 2025, from $343.5 million for the year ended December 31, 2024. Growth was driven by a 5.0% increase in Programmatic
revenue, partially offset by a 34.3% decline in net Performance (non-programmatic) revenue. The Contribution ex-TAC increase was driven
by strength in our programmatic business lines, fueled by increased self-service, and multi-solution, enterprise customer adoption and
platform utilization, alongside Desktop Video revenue growth, and increased tech licensing and data products revenue. The increase was
partially offset by several factors which impacted the business in 2025, primarily in the second half of the year, and particularly in
Q4 2025. Those factors included macroeconomic uncertainty, more competitive CPMs, advertising spend reductions by certain customers related
to evolving U.S. trade dynamics and tariffs, the absence of political advertising spend compared to 2024 (approximately $10 million),
and a significant reduction in advertising spend by one DSP customer within our OMP channel, driven by that customer’s SPO initiatives.
Adjusted EBITDA
Adjusted EBITDA increased modestly by $0.6 million from $114.6
million for the year ended December 31, 2024, to $115.1 million for the year ended December 31, 2025. The increase was driven by a $7.1
million improvement in net financial income (following a net financial expense in 2024), $1.5 million decrease in other expenses, net,
and a $0.6 million decrease in delisting-related one-time costs, largely offset by a $7.5 million decrease in total comprehensive income,
$9.1 million increase in tax expenses, $2.9 million impact from foreign currency translation differences for foreign operations, $4.4
million increase in depreciation and amortization and $6.6 million increase in stock-based compensation expenses.
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Key Operating Metrics
Year Ended December 31,
2025 2024
Active customers
Number of active customers(1) 627 653
Gross profit per active customer (in thousands) $ 413 $ 394
Contribution ex-TAC retention rate(2) 92 % 102 %
Active publishers
Number of active publishers(3) 1,304 1,516
Ad impressions
Number of ad impressions(4) (in millions) 247,764 227,990
(1) An active customer is defined as an advertiser, agency, trading desk or third-party DSP, which we have a direct relationship with, that has used our platform within a trailing 365-day period.
(2) Contribution ex-TAC retention rate is defined as Contribution ex-TAC generated in the year ended December 31, 2025 from customers that were existing customers as of December 31, 2024 as a percentage of the Contribution ex-TAC generated in the year ended December 31, 2024 from the same group of customers. Contribution ex-TAC retention rate is intended to provide an aggregated view of positive and negative changes for the same group of customers over a 12-month period, including customer attrition, customer renewal, service upgrades and service downgrades.
(3) An active publisher is defined as a publisher or third-party SSP that has used our platform within a trailing 365-day period.
(4) An ad impression refers to each time an ad is displayed within our platform.
5.B. LIQUIDITY AND CAPITAL RESOURCES
Overview
As of December 31, 2025, we had cash and cash equivalents of $133.3
million and working capital, consisting of current operating assets less current operating liabilities, of $75.3 million. We believe our
working capital is sufficient for our present working capital requirements. Additionally, we believe our existing cash resources, ability
to generate cash from operating activities and access to external financing sources, will be sufficient to support our long-term liquidity
needs beyond the next 12 months, including liquidity needed for strategic initiatives and potential investments.
The following table presents the summary consolidated cash flow
information for the years presented.
2025 2024
(in thousands) (as reported) (as reported)
Net cash provided by operating activities $ 110,109 $ 150,835
Net cash used in investing activities (48,622 ) (21,212 )
Net cash used in financing activities (117,524 ) (174,744 )
Net cash provided by operating activities was $110.1 million for
the year ended December 31, 2025, derived from total profit of $25.0 million, adjusted for $88.5 million of non-cash items, including
$63.1 million of depreciation and amortization, $18.0 million of share-based compensation expenses, and $12.2 million of tax expenses
and a $0.2 million remeasurement of net investment in a finance lease, partially offset by $5.1 million of net finance income. Operating
cash flow also reflected $5.6 million of net cash used in changes in working capital and other operating activities, including a $21.9
million decrease in accounts receivable, a $21.3 million decrease in accounts payable, $6.2 million of net income taxes paid, net, and
$2.4 million of net interest received, consisting of $4.4 million of interest received and $2.0 million of interest paid.
Net cash provided by operating activities was $150.8 million for
the year ended December 31, 2024, derived from total profit of $35.4 million, adjusted for $76.7 million of non-cash items, including
$58.7 million of depreciation and amortization, $11.4 million of share-based compensation expenses, $2.0 million of net finance expenses,
$3.1 million of tax expenses, and a $1.5 million remeasurement of net investment in a finance lease. Additionally, there was $38.4 million
of net cash used in changes in working capital and other operating activities, including a $14.5 million increase in accounts receivable,
a $57.7 million increase in accounts payable, $4.8 million of net income taxes paid, net, and $0.2 million of net interest received, consisting
of $6.6 million of interest received and $6.4 million of interest paid.
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Net cash used in investing
activities
Net cash used in investing activities was $48.6 million for the
year ended December 31, 2025, primarily driven by a $20.0 million investment in V shares, $17.6 million related to the acquisition and
capitalization of intangible assets, $12.1 million related to the acquisition of fixed assets, and $0.3 million related to pledged deposits.
These uses of cash were partially offset by $1.2 million of lease payment receipts and $0.1 million of repayments on a loan to a third
party.
Net cash used in investing activities was $21.2 million for the
year ended December 31, 2024, consisting primarily of $15.8 million for the acquisition and capitalization of intangible assets and $7.7
million for the acquisition of fixed assets, partially offset by $0.4 million of pledged deposits, $1.8 million of lease payment receipts,
and $0.1 million of repayments on a loan to a third party.
Net cash used in financing
activities
Net cash used in financing activities was $117.5 million for the
year ended December 31, 2025, primarily driven by $101.7 million related to the repurchase of the Company’s shares and $16.3 million
related to lease repayments. These uses of cash were partially offset by $0.4 million of proceeds from the exercise of share options.
Net cash used in financing activities was $174.7 million for the
year ended December 31, 2024, primarily driven by $60.7 million related to the repurchase of the Company’s shares, $100 million
related to the repayment of a long-term loan, and $15.1 million related to lease repayments. These uses of cash were partially offset
by $1.1 million of proceeds from the exercise of share options.
Credit agreement
In September 2022, Nexxen Group US Holdings Inc. (f/k/a Unruly
Group US Holding Inc.) entered into a $90 million senior secured term loan facility (the “Term Loan Facility”) and a $90 million
senior secured revolving credit facility with a $15 million letter of credit sub-facility (the “Revolving Credit Facility”).
The Company 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 cash consideration required to close its acquisition of Amobee. 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. Following such repayment, the Revolving Credit Facility remained available with no amounts
outstanding.
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. The Revolving Credit Facility bears interest,
at the Company’s discretion, at a base rate plus a margin ranging from 0.75% to 1.25% per annum or at a SOFR rate plus a margin
ranging from 1.75% to 2.25% per annum, in each case plus a credit spread adjustment of 0.10% to 0.25% based on the interest period duration
of the applicable borrowing, with the applicable margin determined by reference to the Company’s consolidated total net leverage
ratio. The Revolving Credit Facility may be borrowed, repaid, and re-borrowed until its maturity, and the Company may prepay amounts outstanding
thereunder at its discretion without premium or penalty.
The Company is also obligated to pay a commitment fee on the undrawn
amounts of the Revolving Credit Facility at an annual rate ranging from 0.20% to 0.35%, determined by the Company’s total net leverage
ratio. The Revolving Credit Facility requires compliance with various financial and non-financial covenants, including affirmative and
negative covenants. The financial covenants require that the total net leverage ratio not exceed 3x and the interest coverage ratio not
be less than 4x, in each case measured as of the end of each fiscal quarter. As of December 31, 2025, the Company was in compliance with
all related covenants. The letter of credit sub-facility includes a fee at a rate per annum equal to the applicable margin for SOFR Loans
then in effect on the daily maximum amount then available to be drawn as well as a fronting fee equal to 0.125% per annum along with other
standard fees.
Nexxen Group US Holdings Inc.’s obligations under the Revolving
Credit Facility is (i) jointly and severally guaranteed by Nexxen International Ltd. and certain of Nexxen International Ltd.’s
direct and indirect, existing and future wholly owned restricted subsidiaries, subject to certain exceptions and (ii) secured on a first-lien
basis by substantially all of the tangible and intangible assets of Nexxen Group US Holdings Inc. and the guarantors of the Revolving
Credit Facility, subject to certain permitted liens and other agreed upon exceptions.
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Capital Expenditures
Our capital expenditures consist primarily of purchases of hardware
and software. During the years ended December 31, 2025 and 2024, our capital expenditures totaled $31.3 million and $22.7 million, respectively.
We expect to continue making capital expenditures to support the anticipated growth of our business, which we expect to fund from our
existing cash and cash equivalents.
Contractual Obligations
As of December 31, 2025 and 2024, our contractual obligations consist
of leases, trade, and other payables totaling $242,198 and $272,289, respectively. Of these amounts, $223,554 and $249,432 were due within
one year as of December 31, 2025 and 2024, respectively.
In addition, the Company has committed to a further equity investment
in V of $15 million, subject to the satisfaction of certain conditions precedent. The investment is expected to be completed in 2026.
5.C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES
Our business model enables us to invest in research and development,
which has supported the growth of our business. Our platform efficiently manages large volumes of complex data and is used in real-time
by both our advertiser and publisher customers. We remain committed to developing innovative technologies and rapidly introducing enhanced
functionalities to meet the evolving needs of our clients. As a result, we expect technology and development expenses to increase over
time as we continue to invest in our platform to accommodate higher advertising volumes and support our international expansion.
Our technology and development team is based mainly in the United
States and Israel, and is comprised of 284 employees.
Research and development expenses were $58.1 million and $50.0
million for the years ended December 31, 2025 and 2024, respectively, and accounted for 20.9% and 19.0% of our operating expenses in 2025
and 2024, respectively. 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 2025, we successfully
rebranded our Company’s various businesses under the name “Nexxen” and the 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 registrations 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, the United Kingdom, and WIPO. We generally enter into confidentiality and/or license agreements with our employees, consultants,
vendors and advertisers, 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.
5.D. TREND INFORMATION
Advertising Ecosystem.
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.
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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 and spending 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. and global trade
dynamics; ongoing geopolitical hostilities; tariffs; reduced political advertising spend compared to 2024; and increased supply path optimization
(“SPO”) efforts by larger DSPs within the industry. The Company believes many of these aforementioned challenges could continue
to impact advertising budgets and spending in 2026, however, the Company may also benefit from non-annual major advertising events occurring
in 2026, including the Winter Olympics, FIFA World Cup and U.S. mid-term election cycle.
5.E. CRITICAL ACCOUNTING ESTIMATES
Accounting Policies, Judgments and Estimates
We prepare our audited consolidated financial statements in accordance
with IFRS as issued by the IASB. In preparing our audited consolidated financial statements, we make assumptions, judgments and estimates
that can have a significant impact on amounts reported in our audited consolidated financial statements. We base our assumptions, judgments
and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results
could differ materially from these estimates under different assumptions or conditions. We regularly re-evaluate our assumptions, judgments
and estimates, which are described in Note 3 to our audited consolidated financial statements included elsewhere in this Annual Report.
Recently Issued Accounting Pronouncements
A description of recently issued accounting pronouncements that
may potentially impact our financial position, results of operations or cash flows is disclosed in Note 3 to our audited consolidated
financial statements included elsewhere in this Annual Report.