eToro Group Ltd. — Major Shareholding Notification 2025

Aug 25, 2025

xml version="1.0" encoding="UTF-8"? SCHEDULE 13G 0002073818 XXXXXXXX LIVE Class A common shares, no par value per share 05/15/2025 0001493318 eToro Group Ltd. G32089107 30 SHESHET HAYAMIN STREET BNEI BRAK L3 5120261 Rule 13d-1(d) BRM Group Ltd. L3 0.00 6079811.00 0.00 6079811.00 6079811.00 N 12.0 CO All shares are held of record by BRM Group (as defined in Item 2(a) below), A B Y Finance (as defined in Item 2(a) below), Eli Barkat (as defined in Item 2(a) below) and Yuval Rakavi (as defined in Item 2(a) below), which consists of (i) 1,966,083 Class A common shares held directly by BRM Group, (ii) 2,466,276 Class A common shares issuable upon conversion of Class B common shares held directly by BRM Group, (iii) 76,526 Class A common shares held directly by A B Y Finance, (iv) 76,526 Class A common shares issuable upon conversion of Class B common shares held directly by A B Y Finance, (v) 199, 112 Class A common shares held directly by Eli Barkat, (vi) 199,112 Class A common shares issuable upon conversion of Class B common shares held directly by Eli Barkat, (vii) 548,088 Class A common shares held directly by Yuval Rakavi, and (viii) 548,088 Class A common shares issuable upon conversion of Class B common shares held directly by Yuval Rakavi. Investment and voting power of the shares held by each of the foregoing entities is exercised by the executives of BRM Group, who are Arie Nachmias, Chief Financial Officer, and Eli Barkat, Active Chairman. Each of the foregoing entities may be deemed to share voting, investment and dispositive power with respect to these securities. Based on 50,510,868 shares outstanding, comprised of (i) 47,220,866 Class A common shares outstanding as of May 14, 2025, as reported by the Issuer in its prospectus filed with the Securities and Exchange Commission (the "Commission") on May 15, 2025 (the "Prospectus"), plus (ii) an aggregate of 3,290,002 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, A B Y Finance, Eli Barkat and Yuval Rakavi. A B Y Finance (eToro) 21 LP L3 0.00 6079811.00 0.00 6079811.00 6079811.00 N 12.0 PN All shares are held of record by BRM Group (as defined in Item 2(a) below), A B Y Finance (as defined in Item 2(a) below), Eli Barkat (as defined in Item 2(a) below) and Yuval Rakavi (as defined in Item 2(a) below), which consists of (i) 1,966,083 Class A common shares held directly by BRM Group, (ii) 2,466,276 Class A common shares issuable upon conversion of Class B common shares held directly by BRM Group, (iii) 76,526 Class A common shares held directly by A B Y Finance, (iv) 76,526 Class A common shares issuable upon conversion of Class B common shares held directly by A B Y Finance, (v) 199, 112 Class A common shares held directly by Eli Barkat, (vi) 199,112 Class A common shares issuable upon conversion of Class B common shares held directly by Eli Barkat, (vii) 548,088 Class A common shares held directly by Yuval Rakavi, and (viii) 548,088 Class A common shares issuable upon conversion of Class B common shares held directly by Yuval Rakavi. Investment and voting power of the shares held by each of the foregoing entities is exercised by the executives of BRM Group, who are Arie Nachmias, Chief Financial Officer, and Eli Barkat, Active Chairman. Each of the foregoing entities may be deemed to share voting, investment and dispositive power with respect to these securities. Based on 50,510,868 shares outstanding, comprised of (i) 47,220,866 Class A common shares outstanding as of May 14, 2025, as reported by the Issuer in the Prospectus, plus (ii) an aggregate of 3,290,002 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, A B Y Finance, Eli Barkat and Yuval Rakavi. Eli Barkat LTD L3 0.00 6079811.00 0.00 6079811.00 6079811.00 N 12.0 CO All shares are held of record by BRM Group (as defined in Item 2(a) below), A B Y Finance (as defined in Item 2(a) below), Eli Barkat (as defined in Item 2(a) below) and Yuval Rakavi (as defined in Item 2(a) below), which consists of (i) 1,966,083 Class A common shares held directly by BRM Group, (ii) 2,466,276 Class A common shares issuable upon conversion of Class B common shares held directly by BRM Group, (iii) 76,526 Class A common shares held directly by A B Y Finance, (iv) 76,526 Class A common shares issuable upon conversion of Class B common shares held directly by A B Y Finance, (v) 199, 112 Class A common shares held directly by Eli Barkat, (vi) 199,112 Class A common shares issuable upon conversion of Class B common shares held directly by Eli Barkat, (vii) 548,088 Class A common shares held directly by Yuval Rakavi, and (viii) 548,088 Class A common shares issuable upon conversion of Class B common shares held directly by Yuval Rakavi. Investment and voting power of the shares held by each of the foregoing entities is exercised by the executives of BRM Group, who are Arie Nachmias, Chief Financial Officer, and Eli Barkat, Active Chairman. Each of the foregoing entities may be deemed to share voting, investment and dispositive power with respect to these securities. Based on 50,510,868 shares outstanding, comprised of (i) 47,220,866 Class A common shares outstanding as of May 14, 2025, as reported by the Issuer in the Prospectus, plus (ii) an aggregate of 3,290,002 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, A B Y Finance, Eli Barkat and Yuval Rakavi. Yuval Rakavi LTD L3 0.00 6079811.00 0.00 6079811.00 6079811.00 N 12.0 CO All shares are held of record by BRM Group (as defined in Item 2(a) below), A B Y Finance (as defined in Item 2(a) below), Eli Barkat (as defined in Item 2(a) below) and Yuval Rakavi (as defined in Item 2(a) below), which consists of (i) 1,966,083 Class A common shares held directly by BRM Group, (ii) 2,466,276 Class A common shares issuable upon conversion of Class B common shares held directly by BRM Group, (iii) 76,526 Class A common shares held directly by A B Y Finance, (iv) 76,526 Class A common shares issuable upon conversion of Class B common shares held directly by A B Y Finance, (v) 199, 112 Class A common shares held directly by Eli Barkat, (vi) 199,112 Class A common shares issuable upon conversion of Class B common shares held directly by Eli Barkat, (vii) 548,088 Class A common shares held directly by Yuval Rakavi, and (viii) 548,088 Class A common shares issuable upon conversion of Class B common shares held directly by Yuval Rakavi. Investment and voting power of the shares held by each of the foregoing entities is exercised by the executives of BRM Group, who are Arie Nachmias, Chief Financial Officer, and Eli Barkat, Active Chairman. Each of the foregoing entities may be deemed to share voting, investment and dispositive power with respect to these securities. Based on 50,510,868 shares outstanding, comprised of (i) 47,220,866 Class A common shares outstanding as of May 14, 2025, as reported by the Issuer in the Prospectus, plus (ii) an aggregate of 3,290,002 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, A B Y Finance, Eli Barkat and Yuval Rakavi. eToro Group Ltd. 30 SHESHET HAYAMIN STREET, BNEI BRAK, ISRAEL, 5120261. BRM Group Ltd., a limited company formed under the laws of the State of Israel ("BRM Group"); A B Y Finance (eToro) 21 LP, a limited partnership formed under the laws of State of Israel ("A B Y Finance"); Eli Barkat Ltd., a limited company formed under the laws of the State of Israel ("Eli Barkat"); Yuval Rakavi Ltd., a limited company formed under the laws of the State of Israel ("Yuval Rakavi"); (each a "Reporting Person" and, collectively, "Reporting Persons"). The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached hereto as Exhibit 99.1. Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein, if any, other than those securities reported herein as being held directly by such Reporting Person. 10 Nissim Aloni Street, Tel Aviv, Israel 6291924 L3 Y 6,079,811 12.03% 0 See cover page tables above. Percentage ownership based on 50,510,868 shares outstanding, comprised of (i) 47,220,866 Class A common shares outstanding as of May 14, 2025, as reported by the Issuer in the Prospectus, plus (ii) an aggregate of 3,290,002 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, A B Y Finance, Eli Barkat and Yuval Rakavi. 0 See cover page tables above. Percentage ownership based on 50,510,868 shares outstanding, comprised of (i) 47,220,866 Class A common shares outstanding as of May 14, 2025, as reported by the Issuer in the Prospectus, plus (ii) an aggregate of 3,290,002 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, A B Y Finance, Eli Barkat and Yuval Rakavi. Y N Y Y Y Y Y Exhibit 99.1 Joint Filing Agreement, dated as of August 25, 2025 BRM Group Ltd. /s/ Arie Nachmias Chief Financial Officer 08/25/2025 A B Y Finance (eToro) 21 LP /s/ Arie Nachmias Chief Financial Officer 08/25/2025 Eli Barkat LTD /s/ Arie Nachmias Chief Financial Officer 08/25/2025 Yuval Rakavi LTD /s/ Arie Nachmias Chief Financial Officer 08/25/2025