Nayax Ltd 2026年年度报告和过渡报告

(Mark One) ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934OR☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934OR☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Securities registered or to be registered pursuant to Section 12(b) of the Act: None None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annualreport.As ofDecember 31, 2025, the registrant had outstanding 37,301,367 ordinary shares, par value NIS 0.001 per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).: Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer andlarge accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Non-accelerated Filer☐Emerging Growth Company☐ Large Accelerated Filer☒ Accelerated Filer☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected notto use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of theExchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ☐U.S. GAAP☒International Financial Reporting Standardsas issued by the International Accounting Standards Board☐Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ A.[Reserved]B.Capitalization and IndebtednessC.Reasons for the Offer and Use of ProceedsD.Risk Factors A.History and Development of the CompanyB.Business OverviewC.Organizational StructureD.Property, Plants and Equipment ITEM 4A.UNRESOLVED STAFF COMMENTSITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS A.Operating ResultsB.Liquidity and Capital ResourcesC.Research and Development, Patents and Licenses, etc.D.Trend InformationE.Critical Accounting Estimates ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES75A.Directors and Senior Management75B.Compensation78C.Board Practices81D.Employees92E.Share Ownership92F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation92ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS93A.Major Shareholders93B.Related Party Transactions94C.Interests of Experts and Counsel97ITEM 8.FINANCIAL INFORMATION97A.Consolidated Statements and Other Financial Information97B.Significant Changes98ITEM 9.THE OFFER AND LIST