Nexxen - 20-F annual report 2025

Nexxen is a flexible unified platform that helps empower durable growth across the media supply chain.  Our end-to-end, video-first platform facilitates and optimizes engaging advertising campaigns for brands, media groups and content creators worldwide—enabling powerful partnerships and delivering meaningful results. Our omni-channel capabilities deliver global advertising campaigns across all formats and channels, with an expertise in video format ads on all devices (“Video”) and Connected TV (“CTV”).

On February 14, 2025, the Company executed a reverse split of its Ordinary Shares such that every two Ordinary Shares, par value NIS 0.01 per share, held at the time of the reverse split consolidated into one new Ordinary Share, par value NIS 0.02 per share (the “New Ordinary Shares”) to facilitate a one-to-one American Depositary Receipt (“ADR”) exchange (the “Reverse Split”). Thereafter, the Company exchanged its Nasdaq-listed ADRs for Nasdaq-listed New Ordinary Shares and terminated its ADR facility.  On February 17, 2025, the Company’s AIM-listed depository interests representing the Company’s old Ordinary Shares were cancelled from admission to trading on the AIM Market of the London Stock Exchange, and on February 18, 2025, the Company’s New Ordinary Shares began trading on Nasdaq under the stock ticker “NEXN” (collectively, the “Trading Structure Changes”). 

Unless stated otherwise, all references in this Annual Report to “ordinary shares”, “Ordinary Shares”, “shares” or “Shares” refer to the New Ordinary Shares after giving effect to the Trading Structure Changes, including the Reverse Split completed on February 14, 2025.

We publish consolidated financial statements expressed in U.S. dollars. Our consolidated financial statements responsive to Item 17 of this Annual Report are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (the “IFRS”). We present our consolidated financial statements in U.S. dollars. All references in this Annual Report to “Israeli currency” and “NIS” refer to New Israeli Shekels, the terms “dollar,” “USD” or “$” refer to U.S. dollars.

This Annual Report includes the audited consolidated financial statements of the Company as of  the years ended December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024, and 2023, prepared in accordance with IFRS.

Our fiscal year ends on December 31 of each year.

Throughout this Annual Report, we provide a number of key performance indicators used by our management and often used by others in our industry.

We define these key performance indicators as follows:

We or our licensors have proprietary rights to trademarks, copyrights, trade names or service marks used in this Annual Report that are important to our business, many of which are registered under the applicable intellectual property laws. Solely for convenience, the trademarks, trade names and service marks referred to in this Annual Report may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks, trade names and service marks. This Annual Report also contains trademarks, copyrights, tradenames and service marks of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, copyrights, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, copyright, trade name, or service mark of any other company appearing in this Annual Report is the property of its respective holder.

Unless otherwise indicated, information in this Annual Report concerning economic conditions, our industry, our markets, and our competitive position is based on a variety of sources, including information from independent industry analysts and publications, as well as our own estimates and research.

Our estimates are derived from publicly available information released by third-party sources, as well as data from our internal research, which we believe to be reasonable. None of the independent industry publications used in this Annual Report were prepared on our behalf.

Certain estimates of market opportunity and forecasts of market growth included in this Annual Report may prove to be inaccurate. The estimates and forecasts in this Annual Report relating to the size of our target market, market demand and adoption, capacity to address this demand and pricing may prove to be inaccurate. The addressable market we estimate may not materialize for many years, if ever, and even if the markets in which we compete meet the size estimates in this Annual Report, our business could fail to grow at similar rates, if at all.

Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this Annual Report. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements and Risk Factor Summary.”

This Annual Report contains certain estimates and “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, the provisions of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements include financial projections, statements of plans and objectives for future operations, statements of future economic performance, and statements of assumptions relating thereto, including, but not limited to statements regarding: market opportunity; forecasts; market growth and growth strategy; capital deployment strategy; demand; dependence on third parties such as advertisers, publishers and third-party data providers; our technology investment decisions; industry conditions; changes in technology and regulation and the impact thereof, including with respect to AI; plans with respect to our intellectual property rights; our competition; global and local economic and geopolitical forces and unrest, including the war involving the United States, Israel and Iran, the war and hostilities involving Israel, Hamas, Hezbollah, and Yemen and the Ukraine/Russia war; seasonality; dependence on our sales and support team; our positioning and strategy; digital advertising trends overall; our solutions and platform; customers; our dividend policy and our buyback program; the Trading Structure Changes we implemented, our commercial partnerships, our equity investments, working capital and the sufficiency thereof; financial metrics such as revenue, costs and expenses, including capital expenditures; legal proceedings and tax. Forward-looking statements may appear throughout this report, including without limitation, in Item 3. “Key Information 3.D. Risk Factors,” Item 4. “Information on the Company,” and Item 5. “Operating and Financial Review and Prospects 5.A. Operating Results.” In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible” or the negative of these terms or similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other risks, assumptions and factors that could cause our actual results or conditions to differ materially from our forward-looking statements include, among others, the items in the following list, which also summarizes some of our most principal risks:

These risks factors are discussed in more detail in this Annual Report, including under Item 3. “Key Information – 3.D. Risk Factors.” The forward-looking statements in this Annual Report are only predictions. These statements are inherently uncertain, subject to risks and uncertainties, some of which cannot be predicted or quantified, and investors are cautioned not to unduly rely upon these statements. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Annual Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.

You should read this Annual Report and the documents that we reference in this Annual Report and have been filed as exhibits to this Annual Report with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

The estimates and forward-looking statements contained in this Annual Report speak only as of the date of this Annual Report. Except as required by applicable law, we undertake no obligation to publicly update or revise any estimates or forward-looking statements whether as a result of new information, future events or otherwise, or to reflect the occurrence of unanticipated events.

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Our success and sustainability are dependent on regularly adding new advertisers and publishers and increasing their usage of our platform. Our contracts and relationships with advertisers and publishers generally do not include long-term or exclusive obligations requiring them to use, maintain use or increase use of our platform. Advertisers and publishers typically have relationships with numerous providers and can use both our platform and those of our competitors without incurring significant costs or disruption. They may also choose to decrease their overall advertising spend for any reason, including if they do not believe they are receiving a sufficient return. Accordingly, we must continually work to add new advertisers and publishers to our customer base, retain our existing advertisers and publishers, increase their usage of our platform and capture a larger share of their advertising spend.

We may not be successful at educating and training advertisers and publishers, especially new ones, on how to use our platform for them to most benefit from our technology and increase their usage. If these efforts are unsuccessful or advertisers or publishers decide not to maintain or increase their usage of our platform for any other reason, or if we fail to attract new advertisers or publishers, our revenue could fail to grow or may decline, which could materially and adversely harm our business, operating results and financial condition.

Our business depends on our ability to maintain and expand our access to advertising spend from advertisers that purchase advertising inventory through demand-side platforms (“DSPs”), as well as from agencies and direct advertisers that execute their purchases through DSPs, in order to buy impressions from our publishers. A limited number of large advertising customers may account for a significant portion of our revenue. For the year ended December 31, 2025, two buyers represent 12.1% and 11.3% of revenue. For the year ended December 31, 2024, one buyer represents 11.5% of revenue. For the year ended December 31, 2023, no individual buyer accounted for more than 10% of revenue. As of December 31, 2025, two buyers accounted for 22.6% and 10.7% of trade receivables. As of  December 31, 2024, three buyers accounted for 19.1%, 12.1% and 11.2% of trade receivables. As of December 31, 2025, and December 31, 2024 no individual vendor accounted for more than 10% of trade payables.

Our master service agreements with most DSPs and other customers automatically renew for successive one-year terms but generally allow either party to terminate the agreement for convenience with 30-days' prior written notice. We expect to continue to rely on a limited number of  DSPs and advertising customers for a large percentage of impressions purchased on our platform for the foreseeable future. Any disruptions in our relationships with DSPs, agencies, or advertisers could harm our business, results of operations and financial condition.

To support our future growth, we must increase the levels of use of our platform by existing DSPs, agencies, and advertisers.

However, we generally do not have minimum spending commitments from advertisers, agencies, or DSPs, meaning the level of demand available on our platform can change at any time. As a result, we cannot guarantee that we will have consistent access to a stable volume or quality of advertising spend. If an advertiser or DSP that represents a significant portion of the demand in our platform materially reduces its use of our services, our revenue and profitability could decline immediately and significantly, which could materially and adversely affect our business, results of operations and financial condition.

Our business depends on our access to valuable publisher inventory. We depend upon publishers, including channel partners, which aggregate large numbers of smaller publishers, to provide advertising inventory which we can offer to prospective advertisers. A relatively small number of publishers have historically accounted for a significant portion of the advertising inventory sold on our platform, as well as a significant portion of our revenue, including a relatively small number of channel partners. To support our continued growth, we will seek to add additional publishers to our platform and to expand current utilization with our existing publishers.

In general, our relationships with publishers do not contain minimum commitments. The amount, quality and cost of inventory available on our platform can change at any time, and we cannot ensure that we will have access to a consistent volume or quality of inventory at a reasonable cost, or at all. Any disruptions in our relationships with publishers or our largest channel partners could adversely affect our business, results of operations and financial condition. If we cannot retain or add individual publishers with valuable inventory, or if such publishers decide not to make their valuable inventory available on our platform, then advertisers may be less inclined to use our platform, which could adversely affect our business, results of operations and financial condition.

We face intense competition in the marketplace and are confronted by rapidly changing technology, evolving industry standards, consumer preferences, regulatory changes and the frequent introduction of new solutions by our competitors to which we must adapt and address. We need to continuously update our platform and the technology in which we invest and develop, including our machine learning, generative artificial intelligence and other proprietary algorithms, to attract publishers and advertisers and stay ahead of changes in technology, evolving industry standards and regulatory requirements. Our platform is complex and new solutions can require a significant investment of time and resources to develop, test, introduce, enhance, and maintain. These activities can take longer than we expect and we may not make the right decisions regarding our pursuit of these investments. New formats and channels, such as mobile header bidding and CTV, present unique challenges and our success in new formats and channels depends upon our ability to integrate them with our platform. If our mobile and video solutions, or our CTV solutions, are not widely adopted by advertisers and publishers, we may not retain advertisers and publishers. In addition, new demands from advertisers or publishers, superior offerings by competitors, changes in technology, or new industry standards or regulatory requirements could render our platform or our existing solutions less effective and require us to make unanticipated changes to our platform or business model. Furthermore, our focus on our end-to-end platform may decrease our responsiveness and agility to respond to changes or innovations specific to either our DSP or SSP solutions. Our failure to adapt to a rapidly changing market, anticipate changing demand, or attract and retain advertisers or publishers would cause our revenue or revenue growth rate to decline and adversely affect our business, results of operations and financial condition.

Our ability to deliver targeted advertising campaigns depends on our ability to acquire effective data sets, which we do through a combination of proprietary data sets as well as data sets that we purchase from third parties. If any third-party data providers decide not to make data sets available to us, decide to increase their price or place significant restrictions on the use of their data, we may not be able to replace this with our own proprietary data sets or those of other third-party providers that satisfy our requirements in a timely and cost-effective manner. In addition, some data set providers in the industry may enter into exclusivity arrangements with our competitors, which could limit our access to a meaningful supply of data and give them a competitive advantage. Any limitations on access to these third-party data sets could impair our ability to deliver effective solutions, which could adversely affect our business, results of operations and financial condition.

As part of our platform, we process large volumes of data about advertising transactions, such as consumer, advertiser, and publisher preferences, ad placement, size and format, pricing, bid response, and auction outcomes. We also collect automatic content recognition (“ACR”) data that, while not identifying the individual, includes device characteristics, online browsing behavior, exposure to and interaction with advertisements, and inferential data about purchase intentions and preferences. This data is collected through  our systems, pixels on publisher websites, software development kits in mobile apps and smart TVs, cookies, and other tracking technologies. Publishers, advertisers, and third-party data providers may also supply proprietary data to us.

We aggregate and analyze this data to enhance our services, improve ad pricing, placement, and delivery, and provide real-time analytics to our publishers and advertisers. Our ability to collect, use, and share this data is critical to effectiveness and value of our solutions.

However, there are technical, operational, and regulatory challenges that could limit our ability to collect or use this data. Browser and operating system changes, such as restrictions on cookies or mobile and CTV tracking, consumer opt-out tools, and publisher-imposed limits may reduce the amount or quality of data we can collect. Regulatory frameworks, including the European Union’s General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act and California Privacy Rights Act (“CCPA/CPRA”), and other privacy laws globally, may impose restrictions on data collection, storage, aggregation, or use. Regulatory investigations, enforcement actions, and evolving standards in the advertising technology (“AdTech”) industry may require us to modify how we collect or use data or incur substantial costs to comply. For example, privacy frameworks such as the Interactive Advertising Bureau’s Transparency and Consent Framework (“TCF”) have been subject to scrutiny by European regulators, and the rules governing user consent for behavioral advertising continue to evolve. The application of similar consent standards to mobile and CTV ecosystems remains uncertain, and limited adoption of standardized consent mechanisms could reduce the data we can access and use in these channels.

Additionally, publishers and advertisers may place restrictions on the data we collect or use, either due to legal requirements or business considerations. Existing or new partners could limit our access to their data or determine that they cannot provide data in compliance with applicable privacy laws.

Any restrictions, limitations, or changes in technology, consumer behavior, publisher permissions, or regulations that reduce the availability or usefulness of data could impair our ability to deliver effective advertising solutions. This could materially and adversely affect our business, results of operations, and financial condition.

Our platform relies on tracking technologies, including  cookies,  mobile device identifiers,  CTV data collection, and other methods, to collect data that enables advertisers to make more informed decisions about bidding, pricing, and placement of advertising. These technologies do not identify consumers directly but provide information such as when a consumer views or clicks on an advertisement, uses a mobile app, or interacts with content on a smart TV, as well as device characteristics, location, and browser information. Publishers, advertisers, and data partners may also provide us with proprietary data or allow the use of their tracking technologies.

Recent and ongoing changes in technology, privacy regulations, and consumer behavior may limit our ability to use these tracking technologies effectively. For example:

If these tracking technologies are restricted, and widely adopted alternatives are not available, our platform could lose insight into consumer activity, making advertising less precise and reducing the value of advertising placements. This could adversely affect our reporting capabilities, the effectiveness of advertising campaigns, and our revenue.

We may attempt to develop or adopt alternative methods, such as first-party data collection, probabilistic modeling, or contextual advertising, but these solutions may be time-consuming, costly, less effective, or subject to additional regulatory requirements. Any limitations on the use of cookies, mobile device IDs, CTV tracking, or other tracking technologies could materially and adversely affect our business, results of operations, and financial condition.

We generally do not create or control the content of advertisements or the content of the digital media inventory made available through our platform. Advertisers are responsible for the advertising content they provide, and publishers are responsible for the content of the inventory they offer. Both advertisers and publishers are highly sensitive to brand safety, content integrity and regulatory compliance associated with content they consider inappropriate, competitive, inconsistent with their brands, or illegal.

As a result, our reputation and the value of our platform depend, in part, on our ability to provide services that our advertisers and publishers trust and to comply with contractual content and inventory standards. We use third party tools and other processes to review and monitor the inventory provided by publishers to ensure compliance with our standards. However, these tools, have inherent limitations and may not always identify or prevent inventory placements that advertisers or publishers later determine to be unacceptable.

We seek to contractually prohibit misuse of our platform by agencies (and their advertiser customers) and by publishers, but we may not always be successful in achieving comprehensive protection or enforcing compliance. Despite these efforts, advertisers may inadvertently purchase inventory that they consider unsuitable for their cases, we may not be able unable to collect revenue from advertisers or recover amounts already paid to publishers, which could adversely affect our results of operations.

In addition, standards regarding what advertisers or publishers consider offensive, objectionable or inappropriate are constantly evolving and may vary across geographies, industries and individual customers. Our contractual arrangements and technical controls may not fully anticipate or reflect these changing expectations. Advertisers may also intentionally run campaigns that do not comply with publisher standards, attempt to use targeting practices that are illegal, unethical, or noncompliant, or seek to place advertising in jurisdictions where such advertising is restricted or where the regulatory environment is uncertain. If this occurs, publishers may limit or withdraw inventory from our platform, which could reduce available supply, damage our reputation, and adversely affect our business, operating results and financial condition.

The advertising technology market is highly dynamic and competitive, and our long-term success depends on continued adoption of programmatic advertising and our ability to develop and deploy innovative technologies and solutions that address the evolving needs of advertisers and digital media property owners. To compete effectively with larger, better-capitalized competitors, we believe we must grow our business and achieve greater scale and market reach. Our ability to achieve this growth depends in significant part on the quality of our strategic vision, planning, and execution. The advertising market is evolving rapidly, and strategic decisions regarding product development, technology investments, market positioning, partnerships and acquisitions involve significant risks. If we make incorrect or untimely strategic decisions, we could lose our competitive position, customer confidence or market share, and we may not be able to recover and achieve our objectives. Sustained growth also requires access to capital and our ability to deploy capital efficiently. We must continue to invest in hiring and retaining skilled personnel, expanding and maintaining the infrastructure required to operate our platform, acquiring or integrating complementary businesses or technologies, and developing scalable sales, marketing, finance, administrative and management functions. Rapid growth, or efforts to grow, may place significant strain on our operational, financial and managerial resources and may expose weaknesses in our systems, processes and controls. If we are not able to grow at the pace we anticipate, manage growth effectively, or continue to innovate in response to market changes, the value of our business could decline and our business, results of operations and financial condition could be adversely affected.

The advertising technology market is highly competitive and is undergoing significant consolidation. Larger competitors are increasingly acquiring smaller companies, expanding their product offerings, and integrating services across the value chain. The consolidation has increased, and may further increase, pricing pressure on us, as larger competitors are able to offer bundled solutions, leverage their scale, and negotiate more favorable terms with advertisers and publishers than we can.

 Consolidation may also strengthen relationships between large advertisers, publishers, and dominant advertising technology platforms, making it more difficult for us to retain existing customers or attract new ones. As competitors grow in scale, they may gain greater control over critical data, advanced AI-driven targeting capabilities, or proprietary ad-serving technologies, which could place us at a competitive disadvantage.

In addition, increased competition from large, integrated players may create barriers to entry or expansion. These competitors may have greater financial resources, broader customer bases, and more comprehensive product offerings, which could limit our ability to enter new markets, invest in product innovation, or expand our services. If we are unable to compete effectively in this increasingly consolidated market, our revenues, growth prospects, and profitability could be materially adversely affected.

We derive revenue from programmatic advertising on our end-to-end platform. We expect that programmatic advertising will continue to be our primary source of revenue for the foreseeable future and that our revenue growth will largely depend on increasing our customers’ usage of our platform. While the market for programmatic advertising for desktop and mobile is relatively established, the market in other channels is still emerging, and our current and potential customers may not shift quickly enough to programmatic advertising from other buying methods, which would reduce our growth potential. If the market for programmatic advertising deteriorates or develops more slowly than we expect, it could reduce demand for our platform and our business, growth prospects and financial condition could be adversely affected.

Our business depends on the trust of advertisers, publishers, and consumers, as well as the effective operation of our platform. If we fail to maintain platform integrity, prevent fraud or respond effectively to changes in consumer behavior and technology, our business, results of operations and financial condition could be adversely affected.

We may be subject to fraudulent, deceptive or malicious activities by individuals or organizations seeking to misuse our platform, including attempts to inflate or divert advertising spend, generate fraudulent impressions or clicks, distribute malware, or compromise the systems or devices of publishers or consumers. We use proprietary technology, third-party tools and industry collaboration to detect and mitigate click fraud, malware and other malicious activity, but these measures are not foolproof. Preventing fraud is an industry-wide challenge that requires constant vigilance, and we cannot guarantee that we will be successful in all cases. Any failure to detect or prevent such activity could damage our reputation, reduce advertiser or publisher confidence, result in the loss of business, or expose us to legal claims or liability.

Our advertisers and publishers expect advertisements and inventory served through our platform to meet evolving standards related to brand safety, content appropriateness, legality, and quality. Although we use third-party tools and contractual provisions designed to enforce content and inventory standards, these tools have limitations, and we do not independently verify all advertising or publisher content. If advertisers inadvertently purchase inventory, they consider unacceptable, or if publishers believe advertising served through our platform violates their standards or applicable laws, they may reduce or terminate their use of our services, and we may be unable to collect revenue or recoup payments made to publishers.

In addition, consumers increasingly use technologies that limit the collection and use of data or the delivery of digital advertising, including cookie blocking or deletion, browser and operating system privacy controls, opt-out mechanisms, subscription-based ad-free services and ad-blocking software. Major browsers, mobile operating systems, and platforms continue to restrict third-party tracking and access to device identifiers, which may reduce the effectiveness of interest-based advertising. Because our platform relies in part on third-party data, these developments could disproportionately impact our ability to deliver targeted advertising compared to competitors with large first-party data assets. If the use of ad-blocking, opt-out or privacy-enhancing technologies continues to grow, the value and effectiveness of digital advertising could decline, adversely affecting demand for our platform.

We take steps to mitigate these risks by monitoring our platform for fraud and malware, working with advertisers and publishers to uphold content and inventory standards, and adapting our technology and practices in response to evolving privacy, regulatory and consumer expectations. However, these efforts may not fully prevent the risks described above, and any failure to maintain trust in our platform could materially harm our business, operating results, and financial condition.

Our business depends on processing inventory in milliseconds, and we must handle an increasingly large volume of such transactions. The addition of new solutions, such as header bidding in mobile and CTV formats, support of evolving advertising formats, handling and use of increasing amounts of data, and overall growth in impressions place growing demands upon our platform infrastructure. If we are unable to grow our platform to support substantial increases in the number of transactions and in the amount of data we process, on a high-performance, cost-effective basis, our business, results of operations and financial condition could be adversely affected.

A significant portion of our business relies upon hardware and services that are hosted, managed and controlled by third-party co-location providers for our data centers, and we are dependent on these third parties to provide continuous power, cooling, Internet connectivity and physical and technological security for our servers. In the event that these third-party providers experience any interruption in operations or cease business for any reason, or if we are unable to agree on satisfactory terms for continued hosting relationships, we would be forced to use other service providers or assume some hosting responsibilities ourselves which may come at a significant cost. Even a disruption as brief as a few minutes could have a negative impact on marketplace activities and could result in a loss of revenue. These facilities may be located in areas prone to natural disasters and may experience catastrophic events such as earthquakes, fires, floods, power loss, telecommunications failures, acts of war or terrorism, public health crises, such as the COVID-19 pandemic, and similar events. They may also be subject to break-ins, sabotage, intentional acts of vandalism, cyber-attacks and similar misconduct. Such events could cause damage to, or failure of, our systems generally, or those of the third-party cloud computing and hosting providers, which could result in disruptions to our service and adversely affect our business.

We, or our customers, set up campaigns on our platform using a number of available variables. While our platform includes several checks and balances, it is possible for human error to result in significant over-spending. We offer a number of protections such as daily or overall spending caps, but despite these protections, the ability for overspend exists. For example, campaigns which last for a period of time can be set to pace evenly or as quickly as possible. If a customer with a high credit limit enters an incorrect daily cap with a campaign set to a rapid pace, it is possible for a campaign to accidently go significantly over budget. While our customer contracts state that customers are responsible for media purchased through our platform, we are ultimately responsible for paying the inventory providers and we may be unable to collect when such issues occur.

Our business depends on the secure and reliable operation of our information technology systems and those of our third-party vendors and service providers. We face ongoing cybersecurity risks, including unauthorized access, service disruptions, malware, ransomware, phishing, social engineering, and other cyber-enabled fraud.

We have also addressed incidents involving typo-squatting and brand impersonation, in which third parties used domains or digital assets similar to our name or branding. In certain instances, fraudsters misused our brand and logo in connection with “optimizer” scams intended to falsely represent that individuals were being recruited to work for us, when they were not interacting with the Company or any authorized representative. These activities did not involve unauthorized access to our core platform or customer systems, but could harm our reputation and require ongoing monitoring and enforcement efforts.

In July 2024, we experienced a cybersecurity incident in which unauthorized individuals gained access to certain systems. While we detected and contained the incident promptly, we cannot guarantee that similar incidents will not occur in the future, or that any new incidents would not have a more severe impact. Although the investigation confirmed that no customer data or financial information was compromised, we recognize the possibility that although not material, at the time, IT systems information may have been exposed. As of the date of this filing, we estimate the direct costs of responding to and remediating the cybersecurity incident to be minimal.

Cybersecurity incidents put us at risk for interruptions, outages and breaches of: operational systems, including business, financial, accounting, product development, data processing, and production processes, owned by us or our third-party vendors or suppliers; facility security systems, owned by us or our third-party vendors or suppliers; in-product technology owned by us or our third-party vendors or suppliers; the integrated software in our solutions; or personal data that we process or our third-party vendors or suppliers process on our behalf. Such cyber incidents could materially disrupt operational systems; result in loss of intellectual property, trade secrets or other proprietary or competitively sensitive information; compromise certain information of customers, employees, suppliers, drivers or others; jeopardize the security of our facilities; or affect the performance of in-product technology and the integrated software solutions. A cyber incident could be caused by disasters, insiders (through inadvertence or with malicious intent) or malicious third parties (including nation-states or nation-state supported actors) using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking, fraud, trickery or other forms of deception. The techniques used by cyber attackers change frequently and may be difficult to detect for long periods of time. Although we maintain information technology measures designed to protect us against intellectual property theft, data breaches and other cyber incidents, such measures require constant updates and improvements, and we cannot guarantee that such measures will be adequate to detect, prevent or mitigate cyber incidents. The implementation, maintenance, segregation and improvement of these systems requires significant management time, support and cost. Moreover, there are inherent risks associated with developing, improving, expanding and updating current systems, including the disruption of our data management, procurement, production execution, finance, supply chain and sales and service processes. These risks may affect our ability to manage our data and inventory, procure parts or supplies or produce, sell, deliver and service our solutions, adequately protect our intellectual property or achieve and maintain compliance with, or realize available benefits under, applicable laws, regulations and contracts. We cannot be sure that the systems upon which we rely, including those of our third-party vendors or suppliers, will be effectively implemented, maintained or expanded as planned. If we do not successfully implement, maintain or expand these systems as planned, our operations may be disrupted, our ability to accurately and timely report our financial results could be impaired, and deficiencies may arise in our internal controls over financial reporting, which may impact our ability to certify our financial results. Moreover, our proprietary information or intellectual property could be compromised or misappropriated, and our reputation may be adversely affected. If these systems do not operate as we expect them to, we may be required to expend significant resources to make corrections or find alternative sources for performing these functions.

A significant cyber incident could impact production capability, harm our reputation, cause us to breach our contracts with other parties or subject us to regulatory actions or litigation, any of which could materially affect our business, prospects, financial condition and operating results. In addition, our insurance coverage for cyber-attacks may not be sufficient to cover all the losses we may experience as a result of a cyber incident. Any problems with our third-party cloud hosting providers, whether due to cyber security failures or other causes, could result in lengthy interruptions in our business.

We regard the protection of our intellectual property, which includes trade secrets, copyrights, trademarks and domain names, as critical to our success. We rely on a combination of patent, trademark, copyright, trade secret laws, confidentiality procedures and contractual provisions to protect our proprietary methods and technologies, and own more than 50 patents. We generally enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with parties with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information. However, we may not be successful in executing these agreements with every party who has access to our confidential information or contributes to the development of our intellectual property. Those agreements that we do execute may be breached, and we may not have adequate remedies for any such breach. These contractual arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our intellectual property or deter independent development of similar intellectual property by others. Breaches of the security of our solutions, databases or other resources could expose us to a risk of loss or unauthorized disclosure of information collected, stored or transmitted for, or on behalf of, advertisers or publishers, or of cookies, data stored in cookies, other user information or other proprietary or confidential information.

In addition, we register certain domain names, trademarks and service marks in the United States and in certain locations outside the United States. We also rely upon common law protection for certain marks. Any of our patents, trademarks or other intellectual property rights may be challenged by others or invalidated through administrative process or litigation. We recently rebranded our Company’s various businesses under the name “Nexxen” and associated Nexxen logo, in order to further promote our unified service and product offerings and Company has invested resources in its rebranding. Our competitors and others could attempt to capitalize on our brand recognition by using domain names or business names similar to ours. Domain names and trademarks similar to ours have been registered in the United States and elsewhere. We may be unable to prevent third parties from acquiring or using domain names and other trademarks that infringe on, are similar to, or otherwise decrease the value of our brands, trademarks or service marks. Effective trade secrets, copyright, trademark, domain name and patent protection are expensive to develop and maintain, both in terms of initial and ongoing registration requirements and the costs of defending our rights. We may be required to protect our intellectual property in an increasing number of jurisdictions, a process that is expensive and may not be successful or which we may not pursue in every location. We may, over time, increase our investment in protecting our intellectual property through additional filings that could be expensive and time-consuming.

We rely on third-party or open-source technology, software, products, and data to support critical functions of our platform, including delivering targeted advertising campaigns. Our ability to obtain and maintain these resources on commercially reasonable terms is essential to our operations. If these technologies, products, or data sets become unavailable, fail to perform as expected or are subject to terms we cannot accept, we could experience service disruptions, errors, or higher costs. Negotiating and integrating third-party technology can be complex, costly and time-consuming matters, and may require upfront commitments or ongoing fees. Any failure by a third-party provider to maintain, support, secure, or provide their technology or data could materially affect our platform, administrative processes, or other aspects of our business. Changes in costs or availability of these services could force us to find alternatives, which may cause delays, outages, or difficulties in delivering our services.

Our business depends on the overall demand for advertising and on the economic health of our current and prospective advertisers. Advertisers have been impacted by challenging and evolving macroeconomic conditions, in some instances creating headwinds related to inflation, high interest rates, evolving U.S. and global trade dynamics (including tariffs), and global supply chain constraints. Our business has been and may be impacted in the future by several factors including international hostilities (such as the United States-Israel-Iran war, and the war and hostilities involving Israel, Hamas, Hezbollah, and Yemen, and the Russia-Ukraine war), inflation, interest rate fluctuations, evolving U.S. and global trade dynamics (including tariffs), pandemics and the resulting economic uncertainty in the United States and global economies. Many advertisers have also suffered and continue to do so as a result of economic downturn, inflation, interest rates, evolving U.S. and global trade policies (including tariffs), and residual impacts from the COVID-19 pandemic, including global supply chain constraints which materially impacted certain verticals. Many marketing budgets decreased their advertising spending as a response to the economic uncertainty and decline in business activity due to macroeconomic conditions which have, and may continue to have, a negative impact on our revenue and results of operations. Macroeconomic factors and uncertainty could cause advertisers to reduce their advertising budgets, and may include the following:

Reductions in overall advertising spending as a result of these factors could make it difficult to predict our revenue and could adversely affect our business, results of operations, and financial condition.

Our business and operations have been, and could in the future be adversely affected by health epidemics, pandemics, and other infectious disease outbreaks, such as the global COVID-19 pandemic.

Economic disruptions caused by such events, such as recessions, inflation, or other sustained market instability, can materially impact our customers’ and potential customers’ ability or willingness to spend on advertising. Because we are typically required to pay advertising inventory and data suppliers within a negotiated period of time, regardless of whether our customers pay us on time, or at all, we may not be able to renegotiate better terms. As a result, our financial condition and results of operations may be adversely impacted if the business or financial condition of advertisers and marketers is negatively affected by an infectious disease. Our business depends on the overall demand for advertising and on the economic health of advertisers and publishers that benefit from our platform. As seen during the COVID-19 pandemic, economic uncertainty or downturns can lead advertisers to reduce or pause their advertising budgets, which could decrease usage of our platform and materially harm our business, operating results and financial condition.

The increasing adoption and regulatory scrutiny of generative AI technologies may present risks that could materially impact our business, operations, and reputation. We currently utilize or may in the future integrate generative AI technologies into certain aspects of our business, including product development, customer service, content creation, and operational efficiencies. While generative AI offers significant potential benefits, it also presents several risks including compliance with laws and regulations, intellectual property and legal liability concerns, data privacy and security risks, and ethical issues, bias, or misinformation that could arise from AI outputs. If we are unable to effectively manage these risks, our business operations, regulatory compliance, financial results, and reputation may be materially harmed.

The future growth of our business could be constrained by the level of acceptance and expansion of emerging channels, as well as the continued use and growth of existing channels in which our capabilities are more established. Our revenue growth may depend on our ability to expand within mobile and, in particular, CTV, and we have been, and are continuing to, enhance such channels. We may not be able to accurately predict changes in overall advertiser demand for the channels in which we operate and cannot assure you that our investment in formats will correspond to any such trends. For example, we cannot predict whether the growth in demand for our CTV offering will continue. Any decrease in the use of existing channels, whether due to advertisers or publishers losing confidence in the value or effectiveness of such channels, regulatory restrictions or other causes, or any inability to further penetrate CTV or enter new and emerging advertising channels, could adversely affect our business, results of operations, and financial condition.

While online video advertising has grown rapidly, programmatic solutions for CTV are still relatively new compared to desktop and mobile video advertising. Many CTV publishers with cable or broadcast television backgrounds may have limited experience with digital advertising, and in particular programmatic advertising. For these publishers, it is extremely important to protect the quality of the viewer experience to maintain brand goodwill and ensure that online advertising efforts do not create sales channel conflicts or otherwise detract from their direct sales force. In this regard, programmatic advertising presents a number of potential challenges, including the ability to ensure that ads are brand safe, comply with business rules around competitive separation, are not overly repetitive, are played at the appropriate volume and do not cause delays in load-time of content. We believe that our platform is well-positioned to allow publishers the opportunity to achieve these goals and also reliably achieve “ad podding,” or the placement of the desired number of advertisements in commercial breaks. Although we have invested significant time and resources to build relationships with CTV publishers, establish best practices, and demonstrate the benefits of programmatic advertising, there is no assurance that CTV publishers will adopt these solutions at the pace we anticipate, or at all. If adoption is slower than expected, our business, results of operations, and financial condition could be materially affected.

We operate in a highly competitive and rapidly changing industry. We expect competition to persist and intensify in the future, which could harm our ability to increase revenue, expand our market share, and maintain or increase profitability. New technologies and methods of buying advertising present a dynamic competitive challenge, as market participants develop and offer new products and services such as products and services utilizing generative artificial intelligence, analytics, and automated media buying and exchanges, aimed at capturing advertising spend or disrupting the digital marketing landscape. Further, our competitors have begun and will continue to offer similar products or services to those we currently offer, including our end-to-end platform, and our ability to compete effectively could be significantly compromised.

We may also face competition from new companies entering the market, including large established companies and companies that we do not yet know about or do not yet exist. For example, certain large, established DSPs within the industry have begun enacting supply path optimization (“SPO”) initiatives which could potentially reduce advertising spend on our platform or within the broader open internet. If existing or new companies develop, market or resell competitive high-value products or services that result in additional competition for advertising spend or advertising inventory, or if they acquire one of our existing competitors or form a strategic alliance with one of our competitors, our ability to compete effectively could be significantly compromised and our results of operations could be harmed.

Our current and potential competitors may have significantly more financial, technical, marketing and other resources than we have, which may allow them to devote greater resources to the development, promotion, sale and support of their products and services. They may also have more extensive advertiser bases and broader publisher relationships than we have and may be better positioned to execute on advertising conducted over certain channels, such as social media, mobile and video. Some of our competitors may have a longer operating history and greater name recognition. As a result, these competitors may be better able to respond quickly to new technologies, develop deeper advertiser relationships or offer services at lower prices. Any of these developments would make it more difficult for us to sell our platform and could result in increased pricing pressure, increased sales and marketing expense, or the loss of market share.

Our revenue, cash flow, operating results and other key operating and performance metrics may vary from quarter to quarter due to the seasonal nature of our customers’ spending on advertising campaigns. For example, in prior years, customers tended to devote more of their advertising budgets to the fourth calendar quarter to coincide with consumer holiday spending. In contrast, the first quarter of the calendar year has typically been the weakest in terms of advertising spend. Political advertising could also cause our revenue to increase during election cycles and decrease during other periods, making it difficult to predict our revenue, cash flow and operating results, all of which could fall below our expectations. In addition, adverse economic conditions, inflation, changes in foreign exchange rates or interest rates, evolving U.S. and global trade dynamics (including tariffs), or general economic uncertainty, may cause customers to decrease their advertising spend, which could adversely affect our revenue, cash flow and operating results.

We are substantially dependent on our sales and support teams to obtain new customers and to increase usage of our platform by our existing customers. We believe that there is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve revenue growth will depend, in large part, on our success in recruiting, training, integrating and retaining sufficient numbers of sales personnel to support our growth. Due to the complexity of our platform, a significant time lag exists between the hiring date of sales and support personnel and the time when they become fully productive. Our recent and planned hires may not become productive as quickly as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. If we are unable to hire and train sufficient numbers of effective sales personnel, or the sales personnel are not successful in obtaining new customers or increasing our existing customers’ spend with us, our business may be adversely affected.

We serve advertisements in 180 countries and maintain offices in North America, Europe, Asia and Australia. Our expansive global footprint subjects us to a variety of risks and burdens, including:

These factors may require significant management attention and financial resources. Any negative impact from our international business efforts could adversely affect our business, results of operations and financial condition.

Our success depends largely upon the continued services of our executive officers and other key employees. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. While we have some required notice periods with a limited number of executives, we do not, generally, have employment agreements with our executive officers or other key personnel that require them to continue to work for us for any specified period and, therefore, they could terminate their employment with us at any time subject only to the notice periods prescribed by their respective executive agreements. The loss of one or more of our executive officers or key employees could harm our business.

To execute our growth plan, we must attract and retain highly qualified personnel. Competition where we maintain offices is intense, especially for engineers experienced in designing and developing software and experienced sales professionals. We have from time to time experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have and may attempt to recruit our highly skilled employees. In addition, certain domestic immigration laws restrict or limit our ability to recruit internationally. Any changes to Israeli, United Kingdom, European or U.S. immigration policies that restrain the flow of technical and professional talent may inhibit our ability to recruit and retain highly qualified employees. In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived value of our equity awards declines, it may harm our ability to recruit and retain highly skilled employees.

Volatility or lack of appreciation in the price of our Shares may also affect our ability to attract and retain our key employees. Many of our senior personnel and other key employees have become, or will soon become, vested in a substantial amount of restricted stock units (“RSUs”) and performance share units (“PSUs”). Employees may be more likely to leave us if the shares they own or the shares underlying their RSUs or PSUs have significantly decreased in value relative to the original purchase price of the shares.

We are incorporated under Israeli law and our principal executive offices are located in Israel. Many of our employees, including certain management members, operate from our offices located in Tel Aviv, Israel. In addition, several of our officers and one of our directors, including our Chief Executive Officer and Chief Financial Officer, are residents of Israel. Accordingly, political, economic, and military conditions in Israel and the surrounding regions may directly affect our business and operations.

In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Following the attacks, Israel declared war against Hamas and a military campaign against the terrorist organization commenced by the Israel Defense Force (“IDF”). In addition, Hezbollah has also launched attacks against Israeli military sites and troops, and against Israeli towns, and in response to these attacks, the IDF carried out a military operation in Lebanon, including raids on territories controlled by Hezbollah in Southern Lebanon and strikes on sites belonging to Hezbollah in Lebanon. On a separate border, Israel was required to take limited preemptive military actions in Southern Syria in light of the fall of the Assad regime and the takeover of Syria by the Syrian rebels.

Further, Israel faces threats from more distant neighbors, in particular, Iran which conducted missile attacks on Israel in 2024 and 2025, has targeted cyber-attacks against Israeli entities and may be developing nuclear weapons; and the Houthi movement, which controls parts of Yemen and launched, among others, a number of attacks on Israel and marine vessels traversing the Red Sea. The Red Sea is a vital maritime route for international trade traveling to and from Israel. As a result of such disruptions, we may experience in the future delays in supplier deliveries, extended lead times, and increased cost of freight, increased insurance costs, increased purchased materials and manufacturing labor costs. The risk of ongoing supply disruptions may have adverse impact on economic conditions in Israel.

Further, many Israeli citizens are obligated to perform up to several weeks of annual military reserve duty each year. Our operations could be disrupted by such call-ups, which may include the call-up of members of our management. During the war and hostilities in Israel, the IDF has called up hundreds of thousands of its reserve forces to serve. A number of our Israeli team employees and their family members are subject to military service in the IDF and many of them were called to serve. Such disruption could materially and adversely affect our business, prospects, financial condition, and results of operations

Military activity and hostilities continue to exist at varying levels of intensity, and the situations remain volatile, with the potential for escalation into a broader regional conflict. We continue to monitor political and military developments closely and examine the consequences for our operations, assets and financial and operational results.

The intensity and duration of Israel’s military endeavors on multiple fronts are difficult to predict, as are the economic implications of the foregoing on our business and operations in particular, and on Israel’s economy in general. These events may be intertwined with wider macroeconomic indications of a deterioration of Israel’s economic standing, that may involve an additional downgrade in Israel’s credit rating by rating agencies (such as the downgrades by Moody’s, S&P and Fitch Rating agencies of the credit rating of Israel), which may have a material adverse effect on our company and its ability to effectively conduct its operations.

Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts or political instability in the region would likely negatively affect business conditions and could harm our results of operations.

Further, the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the State of  Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our results of operations, financial condition or the expansion of our business. A campaign of boycotts, divestment, and sanctions has been undertaken against Israel, which could also adversely affect our business. Actual or perceived political instability in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations, and prospects.

Finally, the current elected government in Israel is pursuing certain reforms to Israel’s judicial system. Certain financial, legal and commercial organizations and entities have claimed that such changes, if adopted, could adversely affect the macroeconomic condition in which we operate. At this stage, the proposed legislation has not become effective, and its scope has not been fully determined; we cannot assess the potential impacts of these changes and their likelihood on our business, prospects, financial condition, and results of operation.

We are incorporated under Israeli law. The rights and responsibilities of holders of our Shares are governed by our amended and restated articles of association and the Israeli Companies Law, 5759-1999 (the “Companies Law”). These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S. corporations. In particular, pursuant to the Companies Law, each shareholder of an Israeli company has to act in good faith and in a customary manner in exercising his, her or its rights and fulfilling his, her or its obligations toward the Company and other shareholders and to refrain from abusing his, her or its power in the Company, including, among other things, in voting at the general meeting of shareholders, on amendments to a company’s articles of association, increases in a company’s authorized share capital, mergers and certain transactions requiring shareholders’ approval under the Companies Law. In addition, a controlling shareholder of an Israeli company or a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or who has the power to appoint or prevent the appointment of a director or officer in the Company, or has other powers toward the Company, has a duty of fairness toward the Company. However, Israeli law does not define the substance of this duty of fairness. There is little case law available to assist in understanding the implications of these provisions that govern shareholder behavior.

Provisions of Israeli law and our amended and restated articles of association could have the effect of delaying or preventing a change in control and may make it more difficult for a third party to acquire us, or our shareholders to elect different individuals to our board of directors, even if doing so would be considered to be beneficial by some of our shareholders, and may limit the price that investors may be willing to pay in the future for our Shares. Among other things:

Furthermore, Israeli tax considerations may make potential transactions less appealing to us or to some of our shareholders whose country of residence does not have a tax treaty with Israel granting tax relief or exempting such shareholders from Israeli tax.

Our amended and restated articles of association provide that unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions, and accordingly, both state and federal courts have jurisdiction to entertain such claims. While the federal forum provision in our amended and restated articles of association does not restrict the ability of our shareholders to bring claims under the Securities Act, we recognize that it may limit shareholders’ ability to bring a claim in the judicial forum that they find favorable and may increase certain litigation costs, which may discourage the filing of claims under the Securities Act against the Company, its directors and officers. However, the enforceability of similar forum provisions (including exclusive federal forum provisions for actions, suits or proceedings asserting a cause of action arising under the Securities Act) in other companies’ organizational documents has been challenged in legal proceedings, and there is uncertainty as to whether courts would enforce the exclusive forum provisions in our amended and restated articles of association. If a court were to find the choice of forum provision contained in our amended and restated articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition, and results of operations. We note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder may have the effect of discouraging lawsuits against our directors and officers.

Not all of our directors or officers are residents of the United States and most of their and our assets are located outside the United States. Service of process upon us or our non-U.S. resident directors and officers and enforcement of judgments obtained in the United States against us or our non-U.S. our directors and executive officers may be difficult to obtain within the United States. We have been informed by our legal counsel in Israel that it may be difficult to assert claims under U.S. securities laws in original actions instituted in Israel or obtain a judgment based on the civil liability provisions of U.S. federal securities laws. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws against us or our non-U.S. officers and directors because Israel may not be the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing the matters described above. Israeli courts might not enforce judgments rendered outside Israel, which may make it difficult to collect on judgments rendered against us or our non-U.S. officers and directors.

Moreover, an Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases), if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in the absence of due process, if it is at variance with another valid judgment that was given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought.

Our business has evolved over time, including through several successful acquisitions such as our acquisitions of RhythmOne plc (“RhythmOne”) in 2019, Unruly Holdings Limited and Unruly Media, Inc. (collectively, “Unruly”) in 2020, SpearAd in 2021 and Amobee in 2022, such that our operating history makes it difficult to evaluate our current business and future prospects. As a result of such acquisitions, our financial results across different periods may not be directly comparable. We expect to face challenges, risks and difficulties frequently experienced by growing companies in rapidly developing industries, including those relating to:

If we are not successful in addressing these and other issues, our business may suffer, our revenue may decline and we may not be able to achieve further growth or sustain profitability.

Our sales cycle, from initial contact to contract execution and implementation, can take significant time. As part of our sales cycle, we may incur significant expenses before we generate any revenue from a prospective advertiser or publisher, if at all. We have no assurance that the substantial time and money spent on our sales efforts will generate significant revenue. If conditions in the marketplace, generally or with a specific prospective advertiser or publisher, change negatively, it is possible that we will be unable to recover any of these expenses. Our sales efforts involve educating advertisers and publishers about the use, technical capabilities and benefits of our platform. Some advertisers and publishers undertake an evaluation process that frequently involves not only our platform but also the offerings of our competitors. As a result, it is difficult to predict when we will obtain new advertisers or publishers and begin generating revenue from them. Even if our sales efforts result in obtaining a new advertiser or publisher, the advertiser or publisher controls when and to what extent it uses our platform and therefore the amount of revenue we generate, and it may not sufficiently justify the expenses incurred to acquire the advertiser or publisher and the related training support. As a result, we may not be able to add advertisers or publishers to our customer base, or generate revenue, as quickly as we may expect, which could harm our growth prospects.

Many of our contracts with advertising agencies provide that if the advertiser does not pay the agency, the agency is not liable to us, and we must seek payment solely from the advertiser, a type of arrangement called sequential liability. Contracting with these agencies, which in some cases have or may develop higher-risk credit profiles, may subject us to greater credit risk than if we were to contract directly with advertisers. This credit risk may vary depending on the nature of an advertising agency’s aggregated advertiser base. We may also be involved in disputes with agencies and their marketers over the operation of our platform, the terms of our agreements or our billings for purchases made by them through our platform. When we are unable to collect or make adjustments to our bills to advertisers, we incur write-offs for bad debt, which could have a material adverse effect on our results of operations for the periods in which the write-offs occur. In the future, bad debt may exceed reserves for such contingencies and our bad debt exposure may increase over time. Any increase in write-offs for bad debt could have a materially negative effect on our business, operating results and financial condition.

Furthermore, we are generally contractually required to pay suppliers of advertising inventory and data within a negotiated period of time, regardless of whether our advertisers or publishers pay us on time, or at all. While we attempt to negotiate long payment periods with our suppliers and shorter periods with our advertisers and publishers, we are not always successful. As a result, our accounts payable are often due on shorter cycles than our accounts receivables, requiring us to remit payments from our own funds, and accept the risk of bad debt.

This payment process will increasingly consume working capital if we continue to be successful in growing our business. In addition, like many companies in our industry, we often experience slow payment by advertising agencies. In this regard, we had average days sales outstanding (“DSO”) of 80 days and average days payable outstanding (“DPO”) of 77 days for the year ended December 31, 2025. We compute our average DSO as of a given month end based on a weighted average of outstanding accounts receivable. Specifically, the DSO is calculated by dividing the average accounts receivable during a given period by the total value of billing revenue during the same period, and then multiplying the result by the number of days in the period being measured. We compute our DPO as of a given month end by dividing our trade payables (including accrued liabilities) by the average daily cost of media, data, other direct costs and certain operating expenses. Historically, our DSOs have fluctuated. If our DSOs increase significantly, and we are unable to borrow against these receivables on commercially acceptable terms, our working capital availability could be reduced, and as a consequence our results of operations and financial condition would be adversely impacted. We cannot assure you that as we continue to grow, our business will generate sufficient cash flow from operations to fund our working capital needs. If our cash flows are insufficient to fund our working capital requirements, we may not be able to grow at the rate we currently expect or at all.

As part of our growth strategy, we have pursued strategic acquisitions, such as our acquisitions of RhythmOne in 2019, Unruly in 2020, SpearAd in 2021 and Amobee in 2022, and our investments in Hisense’s V (formerly known as “VIDAA”) platform in 2022 and 2025, and we may acquire or invest in other businesses, assets or technologies that are complementary to our business and align with our strategic goals. Any acquisition or investment may divert the attention of management and require us to use significant amounts of cash, issue dilutive equity securities or incur debt. In addition, the anticipated benefits of any acquisition or investment may not be realized, and we may be exposed to unknown risks, any of which could adversely affect our business, results of operations and financial condition, including risks arising from:

To fund future acquisitions, we may obtain additional debt financing, pay cash or issue additional Shares, which could dilute our shareholders’ value or diminish our cash reserves. Borrowing to fund the Amobee acquisition resulted in increased fixed obligations and subjected us to covenants or other restrictions that can potentially limit the ability to run our business.

In September 2022, Nexxen Group US Holdings Inc. entered into a $90 million senior secured term loan facility (the “Term Loan Facility”) and a $90 million senior secured revolving credit facility (the “Revolving Credit Facility”). We used the net proceeds of the Term Loan Facility and $10 million of net proceeds of the Revolving Credit Facility to fund a portion of the purchase price of the Amobee acquisition in 2022. The loan period was 3 years from the date it was obtained.  On April 9, 2024, the Company repaid its outstanding Term Loan Facility in full, together with its then outstanding Revolving Credit Facility borrowings, in the total amount of $100 million. No early termination penalties were incurred. On May 29, 2025, the Company entered into a second amendment to the credit agreement (the “Second Amendment”), pursuant to which, among other things, the total committed Revolving Credit Facility was reduced from $90 million to $50 million and the maturity date of the Revolving Credit Facility was extended to September 2027. As of December 31, 2025, no amounts were outstanding under the Revolving Credit Facility.

We must pay a commitment fee on the undrawn amounts and we may draw upon from time to time to finance our operations, capital expenditures, or other corporate purposes. Our use of this Revolving Credit Facility presents several risks that could adversely impact our financial condition, liquidity, and ability to meet our obligations. First, increased borrowings under our Revolving Credit Facility could result in higher leverage, increasing our debt service obligations and reducing financial flexibility. As we draw down funds, our interest expense will rise, potentially reducing our profitability and ability to invest in growth initiatives. If interest rates increase, our cost of borrowing could rise significantly, particularly if our facility has variable interest rate provisions. Second, utilizing our Revolving Credit Facility may impact our liquidity and financial stability. If we fully utilize available credit and are unable to generate sufficient cash flow from operations, we may face liquidity constraints that could impair our ability to meet short-term obligations, repay debt, or fund necessary expenditures. Additionally, if we require further financing beyond our Revolving Credit Facility, there is no guarantee that additional funding will be available on favorable terms or at all. Third, our ability to borrow under the Revolving Credit Facility is subject to covenant compliance and lender discretion. Our credit agreement may impose financial covenants, including leverage ratios, interest coverage ratios, or other restrictions on our operations. If we fail to meet these covenants, we may be required to seek amendments or waivers from our lenders, which may not be granted. In the event of non-compliance, our lenders could accelerate repayment obligations, restrict further borrowing, or impose additional conditions, any of which could materially impact our financial position. Lastly, adverse market or economic conditions, changes in lender risk assessments, or broader disruptions in the credit markets could reduce our access to the Revolving Credit Facility. If our lenders become unwilling or unable to provide funding, we may not be able to draw down necessary funds when needed, which could negatively affect our operations and strategic initiatives.

If any of these risks materialize, our financial condition, cash flows, and ability to meet our obligations could be materially and adversely affected.

We are subject to laws and regulations governing political advertising, including federal and state laws in the United States and national and provincial laws worldwide. These laws and regulations are evolving rapidly, and many platforms, including our publishers, may impose restrictions on receiving political advertising.

The lack of uniformity and increasing compliance requirements for political advertising, such as disclosure obligations, transparency standards, targeting restrictions, and reporting requirements, may increase our operating and compliance costs and expose us to potential regulatory liability. Changes in law or regulations, or publisher-imposed restrictions could also reduce the amount of political advertising placed through our platform, which could materially and adversely affect our business, results of operation, and financial condition.

We collect, store, process, and share data about consumers to operate our platform and deliver advertising services.  Our data activities are subject to federal, state and foreign laws, regulations, industry standards, and contractual obligations. These rules are constantly evolving, and their interpretation, enforcement, and application remain uncertain.

In the United States, we are subject to laws and regulations such as the Federal Trade Commission Act, which prohibits “unfair” or “deceptive” practices, as well as federal and state privacy and consumer protection laws. California has enacted the California Consumer Privacy Act (“CCPA”) as amended by the California Privacy Rights Act (“CPRA”), which provide consumers with expanded rights to access, delete, and opt out of the sale or share of personal information and impose additional requirements on cross-context behavioral advertising. Similar privacy laws have been enacted in twenty states, including Colorado, Connecticut, Virginia, and Texas.

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.

In the European Economic Area (“EEA”) and the United Kingdom, we are subject to the General Data Protection Regulation (“GDPR”), UK GDPR, the ePrivacy Directive (as implemented in national laws, including the UK Privacy and Electronic Communications Regulations) and other local privacy and data protection laws. These laws impose strict requirements on the collection, processing, sharing, storage, and transfer of  personal data, including obligations for transparency, data subject rights (e.g., access, deletion, and portability), breach notification, retention limits, and accountability.

In addition, the ePrivacy regime specifically regulates among other things the use of cookies and similar tracking technologies. In particular, it requires consent (subject to exceptions) for storing or accessing information on a user’s device, such as through cookies, SDKs, pixels, and other tracking technologies, and imposes additional transparency and compliance obligations in relation to online tracking and behavioral advertising.

Violations of GDPR or UK GDPR can result in substantial fines, civil claims, regulatory investigations, enforcement orders, or reputational harm. Other jurisdictions, including Israel, Australia, Canada, and countries in Asia, are also strengthening privacy and data protection laws, which may impose additional compliance obligations, limit cross-border data transfers, or require data localization.

Self-regulatory bodies, such as the Digital Advertising Alliance, IAB, and others, impose additional requirements on data collection, usage, and disclosure. Violations of their standards could result in fines, enforcement referrals to regulatory authorities, or reputational harm.

We rely on third parties, including service providers, publishers, and advertisers, to process and share data. Any failure by these parties to comply with legal or contractual obligations could expose us to liability or restrict our ability to use critical data.

Because our business depends on access to data for targeting, personalization, analytics, and advertising effectiveness, any change in applicable laws, regulations, regulatory guidance, interpretations, enforcement practices, industry standards, or technology could:

In the EEA, the GDPR is subject to ongoing evaluation, regulatory guidance, and potential legislative amendment, which may affect its interpretation and application. In the United Kingdom, legislation has been enacted amending aspects of the UK GDPR and related data protection laws, creating the potential for increasing divergence between the UK and EU regimes over time. While such reforms are not generally expected to impose materially more onerous obligations overall, they may alter compliance requirements, regulatory expectations, or enforcement approaches.

Evolving interpretations of concepts such as personal data, consent, legitimate interests, profiling, automated decision-making, and anonymization may further affect how we design and operate our products and services. Divergence between jurisdictions may also increase operational complexity and reduce the ability to implement uniform global compliance strategies.

As privacy and data protection laws continue to evolve worldwide, the full impact on our business remains uncertain. We may be required to expend significant resources to monitor regulatory developments, adapt our data practices, and implement organizational and technical changes within compressed timeframes. Failure to comply with applicable requirements or to adapt to these changes could materially and adversely affect our business, results of operations, and financial condition.

We rely on publishers, buyers, and data providers, to obtain legally valid consent on our behalf to process personal data and deliver interest-based advertisements or provide required notices and opt-out mechanisms.

Because we generally do not have direct relationships with consumers, we rely on publishers, buyers, and data providers to obtain legally valid consent on our behalf to process personal data and deliver interest-based advertisements where consent is required (such as under the GDPR and UK GDPR). In jurisdictions that follow an opt-out framework, including under the CCPA and other U.S. state privacy laws, we rely on these partners to provide appropriate privacy notices, offer consumers legally required opt-out rights (including rights to opt out of the sale or sharing of personal information or targeted advertising), and to honor and communicate those opt-out signals to us in a timely manner. These partners are also responsible for implementing any notice, choice, or opt-in/opt-out mechanisms required under applicable privacy and data protection laws, including GDPR, UK GDPR, CCPA, and other U.S. state and international privacy laws, as well as evolving industry standards and browser or platform consent frameworks. If our partners fail to obtain valid consent, where required, or if legal requirements evolve in ways that make existing consents insufficient, we could be subject to fines, penalties, lawsuits, or other regulatory enforcement actions. Such failures could also damage our reputation, reduce the availability of data for our platform, and adversely affect our business, results of operations, and financial condition. In addition, our contractual agreements or insurance coverage may be inadequate to fully protect us against these claims and losses.

Advertisements on websites, applications and other digital media properties of publishers purchased through our platform are viewed by consumers visiting the publishers’ digital media properties. Those publishers often have terms of use in place with their consumers that disclaim or limit their potential liabilities to consumers, or pursuant to which consumers waive rights to bring class actions against the publishers. We generally do not have terms of use in place with such consumers, so we cannot disclaim or limit potential liabilities to them through terms of use, which may expose us to greater liabilities than certain of our competitors.

Advertising often results in litigation relating to misleading or deceptive claims, copyright or trademark infringement, public performance royalties or other claims based on the nature and content of advertising that is distributed through our platform. Though we aim to contractually require advertisers to represent to us that their advertisements comply with our ad standards and our publishers’ ad standards and that they have the rights necessary to serve advertisements through our platform, we do not independently verify whether we are permitted to deliver, or review the content of, such advertisements. Likewise, while we aim to contractually require publishers to represent to us that their content comply with our publisher standards and does not infringe on any third-party rights, we do not independently verify whether we are permitted to deliver, or review the content of such inventory. If any of these representations are untrue, we may be exposed to potential liability and our reputation may be damaged. While our advertisers and publishers are typically obligated to indemnify us, such indemnification may not fully cover us, or we may not be able to collect. In addition to settlement costs, we may be responsible for our own litigation costs, which can be expensive.

Operating in the advertising industry involves numerous commercial relationships, uncertain intellectual property rights, and other complexities that create heightened risks of disputes, claims, lawsuits, and investigations. For example, in 2021, we filed a lawsuit against Alphonso, Inc. (“Alphonso”) asserting breach of contract and related claims, which we settled and dismissed in 2024 following repayment by Alphonso of $11.3 million, including principal, interest, and legal fees. A trade secret misappropriation claim against us filed by Alphonso in 2022 was voluntarily dismissed with prejudice in 2023.

See Item 8.A. “Consolidated Statements and Other Financial Information Legal Proceedings” for further information. Any commercial dispute, claim, counterclaim, lawsuit or investigation, including our commercial dispute with Alphonso, has and may divert our management’s attention away from our business, we have and may continue to incur significant expenses in addressing or defending any commercial dispute, claim, counterclaim or lawsuit or responding to any investigation, and we may be required to pay damage awards or settlements.

We may be subject to certain economic and trade sanctions laws and regulations, export control and import laws and regulations, including those that are administered by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council and other relevant governmental authorities.

We are also subject to the FCPA, the U.K. Bribery Act, Chapter 9 (sub-chapter 5) of the Israeli Penal Law, 5737-1977, the Israeli Prohibition on Money Laundering Law, 5760-2000 and other anti-bribery laws in countries in which we conduct our activities. These laws generally prohibit companies, their employees and third-party intermediaries from authorizing, promising, offering, providing, soliciting or accepting, directly or indirectly, improper payments or benefits to or from any person whether in the public or private sector. In addition, the FCPA’s accounting provisions require us to maintain accurate books and records and a system of internal accounting controls. We have policies, procedures, systems and controls designed to promote compliance with applicable anti-corruption laws.

As we increase our global sales and business, we may engage with business partners and third-party intermediaries to market our solutions and obtain necessary permits, licenses and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners and agents, even if we do not authorize such activities.

Our advertisers or publishers may have consumers in countries that are subject to U.S. economic sanctions laws and regulations administered by the Office of Foreign Assets Control (“OFAC”), the Israeli Trade with the Enemy Ordinance, 1939 and sanction laws of the EU and other applicable jurisdictions, which prohibit the sale of products to embargoed jurisdictions or sanctioned parties (“Sanctioned Countries”). We have taken steps to avoid serving advertisements to consumers located in Sanctioned Countries and are implementing various control mechanisms designed to prevent unauthorized dealings with Sanctioned Countries going forward. Although we have taken precautions to prevent our solutions from being provided, deployed or used in violation of sanctions laws, due to the remote nature of our solutions and the potential for manipulation using VPNs, we cannot assure you that our policies and procedures relating to sanctions compliance will prevent any violations in the future. If we are found to be in violation of any applicable sanctions regulations, it can result in significant fines or penalties and possible incarceration for responsible employees and managers, as well as reputational harm and loss of business.

Despite our compliance efforts and activities, there can be no assurance that our employees or representatives will comply with the relevant laws and we may be held responsible. Noncompliance with anti-corruption, anti-money laundering, export control, economic and trade sanctions and other trade laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage and other collateral consequences. If any subpoenas or investigations are initiated, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, financial condition and results of operations could be materially harmed. Responding to any action could result in a materially significant diversion of management’s attention and resources and significant defense and compliance costs and other professional fees. In addition, regulatory authorities may seek to hold us liable for successor liability for violations committed by companies in which we invest or that we acquire. As a general matter, enforcement actions and sanctions could harm our business, financial condition and results of operations.

In February, 2025, we voluntarily terminated our American Depositary Share (“ADS") facility on Nasdaq, delisted our Shares underlying depositary interests from trading on the AIM market of the London Stock Exchange, and our Shares began trading solely on the Nasdaq Global Market under the stock ticker “NEXN”. We made this decision to simplify our capital structure, streamline our regulatory compliance, reduce costs, and improve trading efficiency. However, we may not realize the anticipated benefits of the termination of the ADS facility and delisting from AIM. These actions may adversely affect the liquidity of our shares, limit our investor base, and increase share price volatility (See Note 1b to our audited consolidated financial statements).

Prior to the termination and delisting, our securities traded on both AIM and Nasdaq, providing investors with multiple trading venues. The elimination of AIM trading may result in reduced trading volume on Nasdaq, either temporarily or on a sustained basis, particularly if former AIM investors are unable or unwilling to trade on a U.S. exchange. In addition, certain institutional or retail investors that previously held or acquired our shares on AIM may be restricted from holding or purchasing shares listed solely on Nasdaq due to internal investment policies, regulatory requirements, or other constraints. Any reduction in liquidity, trading volume, or investor participation, or any increase in volatility of our share price, could adversely affect the market price of our shares and our ability to raise capital in the future.  

The market price and trading volume of our Shares have fluctuated in the past and may continue to fluctuate significantly. Technology and advertising technology companies in particular have historically experienced substantial volatility in share price and trading volume. As a result of this volatility, you may not be able to sell your Shares at or above the price you paid and may lose all or part of your investment.

The market price and trading volume of our Shares may be affected by a number of factors, many of which are beyond our control, including:

Although our shares are listed on the Nasdaq Global Market, the trading volume of our shares has been relatively low. As a result, sales of a significant number of shares in the public market, or the perception that such sales could occur, could adversely affect the market price of our shares and increase volatility.

Under our equity compensation programs, our executive officers and other insiders may sell Shares from time to time, including pursuant to trading plans established in accordance with Rule 10b5-1 under the Exchange Act, and certain of our executive officers currently maintain such plans. Sales of Shares by our executive officers may not reflect their views regarding our business or future prospects; however, such sales or the perception of such sales, could nonetheless negatively affect the market price of our Shares.

In addition, the broader markets have experienced, and may continue to experience, significant price and volume volatility unrelated to the operating performance of individual companies. These market-wide fluctuations may materially and adversely impact the market price of our Shares, regardless of our actual operating results.

Historically, periods of volatility in the market price of a company’s securities have often resulted in securities litigation. If we were involved in such litigation, it could result in substantial costs, divert management’s attention and resources, and harm our business, financial condition and results of operations.

The trading price and trading volume of our Shares depend in part on the research coverage and reports published by securities and equity research analysts who follow our company and our industry. The estimates and opinions of these analysts are based on their own assumptions, analyses, and expectations, which may differ from our own estimates or from actual results.

If our operating results fail to meet the expectations of analysts or investors, the market price of our shares could decline. In addition, if one or more analysts downgrade our shares, issue unfavorable commentary, change their recommendations, or cease to provide research coverage on our company or on our industry altogether, the market price and trading volume of our shares could decline significantly. If our operating results, growth prospects or other developments fail to meet the expectations of analysts or investors, the market price of our Shares could decline. Given our relatively limited trading volume, any reduction in analyst coverage or negative analyst commentary could have a disproportionate effect on the liquidity, volatility and market price of our shares.

We qualify as an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As long as we remain an emerging growth company, we are permitted to rely on certain exemptions from reporting and disclosure requirements that apply to other public companies that are not emerging growth companies. These exemptions include, among other things, presenting reduced selected financial data in our public filings and not being required to obtain an auditor attestation of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. As a result, investors and shareholders may not have access to certain information that they may consider important when evaluating an investment in our Shares.

We remain an emerging growth company for up to five years following our initial public offering, although we would lose that status earlier if one of the following events occurs: (i) our annual gross revenue equals or exceeds $1.235 billion, (ii) we issue more than $1.0 billion in non-convertible debt securities during any three-year period, or (iii) we become a “large accelerated filer” under U.S. securities laws. Based on current expectations, we expect to cease to qualify as an emerging growth company as of December 31, 2026, which is the last day of the fiscal year following the fifth anniversary of our initial public offering on June 17, 2026. We cannot predict whether investors will find our Shares less attractive because we may rely on these reduced disclosure and reporting requirements. If some investors view our Shares as less attractive for this reason, the market price and trading volume of our Shares may be adversely affected and the market price of our Shares may be more volatile. In addition, when we cease to be an emerging growth company, we will become subject to increased disclosure, reporting and compliance requirements, which are expected to result in higher legal, accounting, and administrative costs.

We are a non-U.S. company and report under the Exchange Act as a foreign private issuer. As a result, we are subject to certain reporting and disclosure requirements that differ from those applicable to U.S. domestic public companies. Because we qualify as a foreign private issuer, we are exempt from several provisions of the Exchange Act that apply to U.S. domestic issuers, including:

In addition, foreign private issuers are permitted to file their annual report on Form 20-F within four months after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which is intended to prevent issuers from making selective disclosures of material information. As a result of these exemptions and differences in reporting requirement, you may not have the same protections or access to information that shareholders of U.S. domestic public companies receive, which could make our shares less attractive to investors.

As a foreign private issuer, we are also permitted to follow certain home country corporate governance practices, instead of Nasdaq corporate governance requirements, provided that we disclose the differences and the home country practices we follow. We may elect to follow additional home country practices in the future. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

Repurchases of our Shares pursuant to our repurchase plan could affect the market price of our Shares, increase volatility, or constrain liquidity. Additionally, our repurchase plan could diminish our cash reserves, which may impact our ability to finance future growth and to pursue possible future strategic opportunities and acquisitions. There is no assurance that our repurchase plan will enhance long-term shareholder value, and short-term share price fluctuations could reduce the repurchase plan’s effectiveness.

We derive and expect to continue to derive Israeli tax benefits relating to our “Preferred Technology Enterprise” programs. To be eligible for tax benefits as a Preferred Technology Enterprise, we must continue to meet certain conditions. While we believe that we have met and continue to meet the conditions that entitled us to previously obtained Israeli tax benefits, there can be no assurance that we will in the future or that the Israeli Tax Authorities will agree.

If we fail to meet the criteria for future Israeli Preferred Technology Enterprises, our business, financial condition and results of operations could be adversely affected.

As a global corporation, we are subject to income, non-income and transactional tax regimes in the United States, Israel and various other jurisdictions, which are unsettled and may be subject to significant change. Our effective tax rate could be materially affected by changes in tax rulings, tax laws, regulations, administrative practices, principles, applicability of special tax regimes, or changes in interpretations of existing tax laws, including changes to the global tax framework, in the jurisdictions in which we do business. Such changes could come about as a result of economic, political, and other conditions. Additionally, our effective tax rate could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuations of our deferred tax assets and liabilities, tax implications of acquisitions, expansion into new territories, intercompany transactions, changes in foreign currency exchange rates, changes in our share price and uncertain tax positions. Although we believe that our provision for income taxes and our tax estimates are reasonable, tax authorities may disagree with certain positions we have taken. From time to time, we are subject to income and other tax audits in various jurisdictions, the timing of which is unpredictable. While we believe we comply with applicable tax laws and have adequate balance sheet reserves related to tax positions, there can be no assurance that a governing tax authority will not have a different interpretation of the law and assess us with additional taxes, which we may dispute and litigate. If we are assessed additional taxes exceeding our tax accruals or if additional taxes are imposed on us, such additional taxes could have a material adverse effect on our results of operations and financial condition.

The Organization for Economic Co-operation and Development has proposed changes to numerous long-standing tax principles, namely, its Pillar Two framework, which imposes a global minimum corporate tax rate of 15% (measured on a country-by-country basis) on multinational groups with consolidated revenue over €750 million. Israel, as well as other jurisdictions we operate in have agreed to enact legislation to implement the global minimum tax rate. We currently are not at the threshold for being subject to the Pillar Two, but should we meet the threshold, it might increase tax complexity and uncertainty and may adversely affect our provision for income taxes, the effect which is difficult to assess at present time.

As a public company listed in the U.S., and particularly after we are no longer an emerging growth company, we will incur significant legal, accounting and other expenses. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and the Consumer Protection Act, the listing requirements of Nasdaq and their applicable securities rules and regulations impose various requirements on non-U.S. reporting companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, these rules and regulations make it more difficult and more expensive for us to obtain director and officer liability insurance and make it more difficult for us to attract and retain qualified members of our board of directors.

In addition, the applicable rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

Our board of directors has sole discretion whether to pay dividends. If our board of directors decides to pay dividends, the form, frequency, and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our directors may deem relevant. In addition, the Companies Law, imposes restrictions on our ability to declare and pay dividends. See Item 5.B. “Operating and Financial Review and Prospects—Liquidity and Capital Resources” for additional information.  As a result, capital appreciation, if any, on our Shares may be your sole source of gains, and you will suffer a loss on your investment if you are unable to sell your Shares at or above the price at which you purchased the Shares. See Item 8.A. “Consolidated Statements and Other Financial Information—Policy on Dividend Distributions.”

While the majority of the transactions through our platform are denominated in U.S. dollars, we have transacted in foreign currencies, both for inventory and for payments by advertisers or publishers from use of our platform. We also have expenses denominated in currencies other than the U.S. dollar. Given our anticipated international growth, we expect the number of transactions in a variety of foreign currencies to continue to grow in the future. Although we currently have a program to hedge exposure to foreign currency fluctuations, the use of hedging instruments may not be available for all currencies or may not always offset losses resulting from foreign currency exchange rate fluctuations. Moreover, the use of hedging instruments can itself result in losses if we are unable to structure effective hedges with such instruments.

A small number of shareholders beneficially own a significant percentage of our outstanding shares and are therefore able to exercise substantial influence over matters requiring shareholder approval.

This concentration of ownership of our Shares may discourage, delay or prevent a change in control of our company, including through a proxy contest, merger, tender offer, open-market purchase of our Shares, that might otherwise provide shareholders with the opportunity to receive a premium over the then-prevailing market price of our Shares. In addition, this concentration of ownership could adversely affect the market price of our shares, limit the ability of other shareholders to influence corporate matters, or constrain trading liquidity necessary to effectively enter or exit share positions in a timely manner.

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.

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”.

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.

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.

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.

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.

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.

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%.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

We believe the following attributes and capabilities provide us with long-term competitive advantages.

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.

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.

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.

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.

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.

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.

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.

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:

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.

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.

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.

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.

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.

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.

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.

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.

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.

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:

Key features of our DSP include:

Key features of our SSP include:

Key features of Nexxen Data Platform include:

Key features of Nexxen Discovery include:

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.

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:

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.

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.

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.

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.

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.

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.

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.

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.

The following table sets out details of the Company’s subsidiaries:

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.

Not applicable.

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.

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.

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.

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.

Key Components of our platform include:

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.

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.

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.

“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.

The following tables set forth our results of operations in U.S. dollars and as a percentage of revenue for the years indicated.

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 (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 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.

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 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 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.

 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.

 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 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).

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.

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.

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.