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Nayax Ltd. Director's Dealing 2026

Mar 22, 2026

6940_rns_2026-03-22_6386078f-3661-4fea-bff3-e15e8cc3ed69.pdf

Director's Dealing

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3/19/26, 2:52 PM
SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
| OMB Number: | 3235-0104 |
| --- | --- |
| Estimated average burden hours per response: | 0.5 |

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person* Greenberg Aaron Samuel (Last) (First) (Middle) 3 ARIK EINSTEIN BUILDING B, FLOOR 1 (Street) HERZLIYA 4659071 (City) (State) (Zip) ISRAEL (Country) 2. Date of Event Requiring Statement (Month/Day/Year) 03/16/2026 3. Issuer Name and Ticker or Trading Symbol Nayax Ltd. [NYAX]
3a. Foreign Trading Symbol 5. If Amendment, Date of Original Filed (Month/Day/Year) 03/16/2026
4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner ☑ Officer (give title below) CBO 6. Individual or Joint/Group Filing (Check Applicable Line) ☑ Form filed by One Reporting Person Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 5,578(1) D
Ordinary Shares 886(2) D
Ordinary Shares 7,905(3) D
Ordinary Shares 2,440(4) D
Ordinary Shares 10,000(5) D
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:

  1. These shares were issued upon vesting of previously granted RSU's
  2. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/26/2024) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  3. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 20% on the first year (02/01/2025) and the remaining 80% vest in sixteen equal quarterly installments over a four-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  4. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/03/2026) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

file:///G:/GRP - BO_Users/Section 16/Issuers/NYAX/Form 3/Copies of Form 3/Aaron Greenberg form 3A - 03-19-2026.html

3/19/26, 2:52 PM
SEC FORM 3/A

  1. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 20% 40 days following the Grant Date of 03/12/2026 and the remaining 80% vest in four equal annual installments thereafter, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

Remarks:

This Form 3 is being filed to report the Reporting Persons beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934. Amendment for Accession number: 0001976408-26-000163

Aaron Greenberg by:
Oppenheimer Israel. as
03/19/2026
Attorney-in-fact

Signature of Reporting Person
Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

  • Form 3: SEC 1473 (03-26)

file:///G:/GRP - BO_Users/Section 16/Issuers/NYAX/Form 3/Copies of Form 3/Aaron Greenberg form 3A - 03-19-2026.html

SEC Form 3

FORM 3 DATA

With Edited
Address

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
| OMB Number: | 3235-0104 |
| --- | --- |
| Estimated average burden hours per response: | 0.5 |

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person* Furman Carly Lisanne 2. Date of Event Requiring Statement (Month/Day/Year) 03/16/2026 3. Issuer Name and Ticker or Trading Symbol Nayax Ltd. [NYAX]
4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner ☑ Officer (give title below) C E O N A Y X N o r t h A m e r i c a 5. If Amendment, Date of Original Filed (Month/Day/Year)
(Last) (First) (Middle) Executive Plaza 1, 11350 MCCORMICK Road, Suite 1004 6. Individual or Joint/Group Filing (Check Applicable Line) ☑ Form filed by One Reporting Person Form filed by More than One Reporting Person
(Street) Hunt Valley MD 21031
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 2,563(1) D
Ordinary Shares 2,955(2) D
Ordinary Shares 3,049(3) D
Ordinary Shares 3,539(4) D
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:

  1. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/26/2024) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  2. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/25/2025) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  3. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/03/2026) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  4. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (03/28/2023) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

Remarks:

This Form 3 is being filed to report the Reporting Persons beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934.

Carly Furman by:
Oppenheimer Israel, as
Attorney-in-fact
03/16/2026

** Signature of Reporting
Person

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3

FORM 3 DATA

With Edited

Address

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number: 3235-0104

Estimated average burden

hours per response: 0.5

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934

or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person Ben-Avi David (Last) (First) (Middle) C/O NAYAX LTD. 3 ARIK EINSTEIN Building B Floor 1 (Street) HERZLIYA ISRAEL 4659071 (City) (State) (Zip) 2. Date of Event Requiring Statement (Month/Day/Year) 03/16/2026 3. Issuer Name and Ticker or Trading Symbol Nayax Ltd. [NYAX]
4. Relationship of Reporting Person(s) to Issuer (Check all applicable) ☑ Director 10% Owner ☑ Officer (give title below) Other (specify below) CTO and Co Founder 5. If Amendment, Date of Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) ☑ Form filed by One Reporting Person Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 6,617,904(1) D
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) 03/08/2022(2) 03/08/2027 Ordinary Shares 75,000 $33.7079(3) D
Stock Option (Right to Buy) 03/04/2025(4) 03/04/2030 Ordinary Shares 75,000 $33.7079(5) D
Stock Option (Right to Buy) 03/08/2022(6) 03/08/2027 Ordinary Shares 70,000 $33.7079(7) D
Stock Option (Right to Buy) 03/04/2025(8) 03/04/2030 Ordinary Shares 15,605 $33.7079(9) D

Explanation of Responses:

  1. The shares were originally acquired as Founder Shares
  2. The Stock Options are Fully vested and immediately exercisable
  3. The exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant date.
  4. The Stock Options are Fully vested and immediately exercisable
  5. The exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant date.
  6. The Stock Options are Fully vested and immediately exercisable
  7. The exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant date.
  8. The Stock Options are Fully vested and immediately exercisable
  9. The exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant date.

Remarks:

This Form 3 is being filed to report the Reporting Persons beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934.

David Ben Avi by:
Oppenheimer Israel, as
Attorney-in-fact
03/16/2026

** Signature of Reporting
Person
Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • If the form is filed by more than one reporting person, see Instruction 5 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3

FORM 3 DATA With Edited Address

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden hours per response: 0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

| 1. Name and Address of Reporting Person*
Zafrani Eden
(Last) (First) (Middle)
C/O NAYAX LTD. 3 ARIK EINSTEIN
Building B Floor 1
(Street)
HERZLIYA ISRAEL 4659071
(City) (State) (Zip) | 2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2026 | 3. Issuer Name and Ticker or Trading Symbol
Nayax Ltd. [NYAX] | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
Director 10% Owner
X Officer (give title below)
CHRO | | | 5. If Amendment, Date of Original Filed (Month/Day/Year) | |
| | | | | 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person | | |
| Table I - Non-Derivative Securities Beneficially Owned | | | | | | |
| 1. Title of Security (Instr. 4) | | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) | | |
| Ordinary Shares | | 183(1) | D | | | |
| Ordinary Shares | | 1,457(2) | D | | | |
| Ordinary Shares | | 1,729(3) | D | | | |
| Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) | | | | | | |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
| | Date Exercisable | Expiration Date | Title | | | |

Explanation of Responses:

  1. These shares were issued upon vesting of previously granted RSU's
  2. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/25/2025) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  3. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/03/2026) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

Remarks:

This Form 3 is being filed to report the Reporting Persons beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934.

Eden Zafrani by:
Oppenheimer Israel, as
Attorney-in-fact
** Signature of Reporting Person

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3

FORM 3 DATA

With Edited

Address

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number: 3235-0104

Estimated average burden

hours per response: 0.5

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

| 1. Name and Address of Reporting Person*
Havshush Eran
(Last) (First) (Middle)
C/O NAYAX LTD. 3 ARIK EINSTEIN
Building B Floor 1
(Street)
HERZLIYA ISRAEL 4659071
(City) (State) (Zip) | 2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2026 | 3. Issuer Name and Ticker or Trading Symbol
Nayax Ltd. [NYAX] | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
☑ Director 10% Owner
Officer (give title below) Other (specify below) | | | 5. If Amendment, Date of Original Filed (Month/Day/Year) | | |
| | | | | | | | 6. Individual or Joint/Group Filing (Check Applicable Line)
☑ Form filed by One Reporting Person
Form filed by More than One Reporting Person | |
| Table I - Non-Derivative Securities Beneficially Owned | | | | | | | | |
| 1. Title of Security (Instr. 4) | | | | 2. Amount of Securities Beneficially Owned (Instr. 4) | | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) | |
| Ordinary Shares | | | | 700(1) | | D | | |
| Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) | | | | | | | | |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | | | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
| | Date Exercisable | Expiration Date | | Title | Amount or Number of Shares | | | |

Explanation of Responses:

  1. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (05/12/2025) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

Remarks:

This Form 3 is being filed to report the Reporting Persons beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934.

Eran Havshush by:
Oppenheimer Israel, as
Attorney-in-fact
** Signature of Reporting Person

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3

FORM 3 DATA With Edited Address

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
| OMB Number: | 3235-0104 |
| --- | --- |
| Estimated average burden hours per response: | 0.5 |

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

| 1. Name and Address of Reporting Person*
Amnipour Erez
(Last) (First) (Middle)
C/O NAYAX LTD. 3 ARIK EINSTEIN
Building B Floor 1
(Street)
HERZLIYA ISRAEL 4659071
(City) (State) (Zip) | 2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2026 | 3. Issuer Name and Ticker or Trading Symbol
Nayax Ltd. [NYAX] | | |
| --- | --- | --- | --- | --- |
| | | 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
Director 10% Owner
X Officer (give title below)
CPO | 5. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person |
| Table I - Non-Derivative Securities Beneficially Owned | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 1. Title of Security (Instr. 4) | | | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) | | |
| Ordinary Shares | | | 183(1) | D | | | |
| Ordinary Shares | | | 810(2) | D | | | |
| Ordinary Shares | | | 2,482(3) | D | | | |
| Ordinary Shares | | | 1,383(4) | D | | | |
| Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) | | | | | | | |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | |
| | Date Exercisable | Expiration Date | Title | | | | |

Explanation of Responses:

  1. These shares were issued upon vesting of previously granted RSU's
  2. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/26/2024) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  3. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/25/2025) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  4. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/03/2026) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

Remarks:

This Form 3 is being filed to report the Reporting Persons beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934.

Erez Amnipour bv:

Oppenheimer Israel, as

Attorney-in-fact

03/16/2026

** Signature of Reporting
Person

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

3/18/26, 2:14 PM
SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
| OMB Number: | 3235-0104 |
| --- | --- |
| Estimated average burden hours per response: | 0.5 |

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

| 1. Name and Address of Reporting Person
Omer Gal
(Last) (First) (Middle)
C/O NAYAX LTD. 3 ARIK EINSTEIN
Building B Floor 1
(Street)
HERZILYA ISRAEL 4659071
(City) (State) (Zip) | 2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2026 | 3. Issuer Name and Ticker or Trading Symbol
Nayax Ltd. [NYAX]* | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
Director 10% Owner
☑ Officer (give title below) Other (specify below)
CLO | | | 5. If Amendment, Date of Original Filed (Month/Day/Year) | | |
| | | | | | | | 6. Individual or Joint/Group Filing (Check Applicable Line)
☑ Form filed by One Reporting Person
Form filed by More than One Reporting Person | |
| Table I - Non-Derivative Securities Beneficially Owned | | | | | | | | |
| 1. Title of Security (Instr. 4) | | | | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | | 4. Nature of Indirect Beneficial Ownership (Instr. 5) | |
| Ordinary Shares | | | | 220(1) | D | | | |
| Ordinary Shares | | | | 1,414(2) | D | | | |
| Ordinary Shares | | | | 2,509(3) | D | | | |
| Ordinary Shares | | | | 2,396(4) | D | | | |
| Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) | | | | | | | | |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | | | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
| | Date Exercisable | Expiration Date | | Title | Amount or Number of Shares | | | |
| Stock Option (Right to Buy) | 08/22/2022(5) | 11/22/2026 | | Ordinary Shares | 2,000 | $21.352(6) | D | |
| Stock Option (Right to Buy) | 03/28/2023(7) | 03/28/2027 | | Ordinary Shares | 1,250 | $21.352(8) | D | |

Explanation of Responses:

  1. These shares were issued upon vesting of previously granted RSU's
  2. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/26/2024) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  3. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/25/2025) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  4. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/03/2026) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  5. The Options vest 20% on the first year (08/22/2022) and the remaining 80% vest in sixteen equal quarterly installments over a four-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  6. The exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant date.

file:///G:/GRP - BO_Users/Section 16/Issuers/NYAX/Form 3/Copies of Form 3/Gal Omer Form 3 03-16-2026.html

3/18/26, 2:14 PM
SEC FORM 3

  1. The Options vest 25% on the first year (03/28/2023) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  2. The exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant date.

Remarks:

This Form 3 is being filed to report the Reporting Persons beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934.

Gal Omer by:
Oppenheimer Israel, as
03/16/2026
Attorney-in-fact

Signature of Reporting Person
Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

file:///G:/GRP - BO_Users/Section 16/Issuers/NYAX/Form 3/Copies of Form 3/Gal Omer Form 3 03-16-2026.html

SEC Form 3

FORM 3 DATA With Edited Address

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
| OMB Number: | 3235-0104 |
| --- | --- |
| Estimated average burden hours per response: | 0.5 |

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person* Sharir Keren (Last) (First) (Middle) C/O NAYAX LTD. 3 ARIK EINSTEIN Building B Floor 1 (Street) HERZLIYA ISRAEL 4659071 (City) (State) (Zip) 2. Date of Event Requiring Statement (Month/Day/Year) 03/16/2026 3. Issuer Name and Ticker or Trading Symbol Nayax Ltd. [NYAX]
4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 3,525(1) D
Ordinary Shares 3,000(2) D
Ordinary Shares 2,074(3) D
Ordinary Shares 1,277(4) D
Ordinary Shares 5,000(5) D
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title
Stock Option (Right to Buy) 07/01/2020(6) 12/31/2026 Ordinary Shares 27,600 $6.7 D
Stock Option (Right to Buy) 11/17/2022(7) 02/17/2027 Ordinary Shares 10,000 $38.739(8) D

Explanation of Responses:

  1. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/26/2024) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  2. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/25/2025) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  3. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/03/2026) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  4. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). Update Manually
  5. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (03/28/2023) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  1. The Stock Options are Fully vested and immediately exercisable
  2. The Options vest 20% on the first year (11/17/2022) and the remaining 80% vest in sixteen equal quarterly installments over a four-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  3. The exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant date.

Remarks:

This Form 3 is being filed to report the Reporting Persons beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934.

Keren Sharir by:
Oppenheimer Israel, as
03/16/2026
Attorney-in-fact
Signature of Reporting Person
Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3

FORM 3 DATA With Edited Address

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
| OMB Number: | 3235-0104 |
| --- | --- |
| Estimated average burden hours per response: | 0.5 |

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person* Sever Michal (Last) (First) (Middle) C/O NAYAX LTD. 3 ARIK EINSTEIN Building B Floor 1 (Street) HERZLIYA ISRAEL 4659071 (City) (State) (Zip) 2. Date of Event Requiring Statement (Month/Day/Year) 03/16/2026 3. Issuer Name and Ticker or Trading Symbol Nayax Ltd. [NYAX]
4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) CMO 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
--- --- --- --- ---
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
Ordinary Shares 191(1) D
Ordinary Shares 685(2) D
Ordinary Shares 1,000(3) D
Ordinary Shares 1,703(4) D
Ordinary Shares 1,762(5) D
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) 03/28/2023(6) 03/28/2027 Ordinary Shares 3,437
Stock Option (Right to Buy) 03/30/2025(8) 03/28/2027 Ordinary Shares 1,563

Explanation of Responses:

  1. These shares were issued upon vesting of previously granted RSU's
  2. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/26/2024) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  3. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest in ten equal quarterly installments commencing on 03/26/2025 subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  4. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (02/27/2025) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  5. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/03/2026) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

  1. The Options vest 25% on the first year (03/28/2023) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

  2. The exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant date.

  3. The Options five equal quarterly installments commencing on 03/30/2025, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

  4. The exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant date.

Remarks:

This Form 3 is being filed to report the Reporting Persons beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934.

Michal Sever by:
Oppenheimer Israel. as
03/16/2026
Attorney-in-fact
** Signature of Reporting
Person
Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • If the form is filed by more than one reporting person, see Instruction 5 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3

FORM 3 DATA

With Edited

Address

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number: 3235-0104

Estimated average burden

hours per response: 0.5

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

| 1. Name and Address of Reporting Person* Dor Nir
(Last) (First) (Middle)
C/O NAYAX LTD. 3 ARIK EINSTEIN Building B Floor 1
(Street)
HERZLIYA ISRAEL 4659071
(City) (State) (Zip) | 2. Date of Event Requiring Statement (Month/Day/Year) 03/16/2026 | 3. Issuer Name and Ticker or Trading Symbol Nayax Ltd. [NYAX] | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
☑ Director 10% Owner
Officer (give title below) Other (specify below) | | | 5. If Amendment, Date of Original Filed (Month/Day/Year) | | |
| | | | | | | | 6. Individual or Joint/Group Filing (Check Applicable Line)
☑ Form filed by One Reporting Person
Form filed by More than One Reporting Person | |
| Table I - Non-Derivative Securities Beneficially Owned | | | | | | | | |
| 1. Title of Security (Instr. 4) | | | 2. Amount of Securities Beneficially Owned (Instr. 4) | | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) | | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | | | | | | | | |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | |
| | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | | | |

Explanation of Responses:

Remarks:

This Form 3 is being filed to report the Reporting Persons beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934. The reporting person does not beneficially own any securities of the issuer as of the date of this filing No securities are beneficially owned.

Nir Dor by: Oppenheimer 03/16/2026

Israel, as Attorney-in-fact

** Signature of Reporting Person

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • If the form is filed by more than one reporting person, see Instruction 5 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3

FORM 3 DATA With Edited Address

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden hours per response: 0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person* Tepper Oren (Last) (First) (Middle) C/O NAYAX LTD. 3 ARIK EINSTEIN Building B Floor 1 (Street) HERZLIYA ISRAEL 4659071 (City) (State) (Zip) 2. Date of Event Requiring Statement (Month/Day/Year) 03/16/2026 3. Issuer Name and Ticker or Trading Symbol Nayax Ltd. [NYAX]
4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) CRO 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 2,450(1) D
Ordinary Shares 2,668(2) D
Ordinary Shares 3,457(3) D
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title

Explanation of Responses:

  1. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest in eleven equal quarterly installments commencing on 12/27/2024 subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  2. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/25/2025) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  3. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/03/2026) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

Remarks:

This Form 3 is being filed to report the Reporting Persons beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934.

Oren Tepper by:
Oppenheimer Israel. as
Attorney-in-fact
** Signature of Reporting
Person

03/16/2026

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • If the form is filed by more than one reporting person, see Instruction 5 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
| OMB Number: | 3235-0104 |
| --- | --- |
| Estimated average burden hours per response: | 0.5 |

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

| 1. Name and Address of Reporting Person*
Raz-Avavo Vered | 2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2026 | 3. Issuer Name and Ticker or Trading Symbol
Nayax Ltd. [NYAX] | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
☑ Director 10% Owner
Officer (give title below) Other (specify below) | 5. If Amendment, Date of Original Filed (Month/Day/Year) | | | | |
| (Last) (First) (Middle)
STIMATZKI 12 | | | | | | 6. Individual or Joint/Group Filing (Check Applicable Line)
☑ Form filed by One Reporting Person
Form filed by More than One Reporting Person | | |
| (Street)
TEL AVIV L3 6963911 | | | | | | | | |
| (City) (State) (Zip) | | | | | | | | |
| Table I - Non-Derivative Securities Beneficially Owned | | | | | | | | |
| 1. Title of Security (Instr. 4) | | | | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | | 4. Nature of Indirect Beneficial Ownership (Instr. 5) | |
| Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) | | | | | | | | |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | | | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
| | Date Exercisable | Expiration Date | | Title | Amount or Number of Shares | | | |

Explanation of Responses:

Remarks:

This Form 3 is being filed to report the Reporting Persons beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934. The reporting person does not beneficially own any securities of the issuer as of the date of this filing

No securities are beneficially owned.

Vered Raz Avavo by:
Oppenheimer Israel, as
Attorney-in-fact
** Signature of Reporting Person

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3

FORM 3 DATA With Edited Address

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
| OMB Number: | 3235-0104 |
| --- | --- |
| Estimated average burden hours per response: | 0.5 |

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person* Ben Menachem Reuven (Last) (First) (Middle) C/O NAYAX LTD. 3 ARIK EINSTEIN Building B Floor 1 (Street) HERZLIYA ISRAEL 4659071 (City) (State) (Zip) 2. Date of Event Requiring Statement (Month/Day/Year) 03/16/2026 3. Issuer Name and Ticker or Trading Symbol Nayax Ltd. [NYAX]
4. Relationship of Reporting Person(s) to Issuer (Check all applicable) ☑ Director 10% Owner ☐ Officer (give title below) Other (specify below) 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line) ☑ Form filed by One Reporting Person ☐ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:

Remarks:

This Form 3 is being filed to report the Reporting Persons beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934. The reporting person does not beneficially own any securities of the issuer as of the date of this filing No securities are beneficially owned.

Reuven Ben Menachem

by: Oppenheimer Israel. as 03/16/2026

Attorney-in-fact

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • If the form is filed by more than one reporting person, see Instruction 5 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3

FORM 3 DATA With Edited Address

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
| OMB Number: | 3235-0104 |
| --- | --- |
| Estimated average burden hours per response: | 0.5 |

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person* Shafir Rina 2. Date of Event Requiring Statement (Month/Day/Year) 03/16/2026 3. Issuer Name and Ticker or Trading Symbol Nayax Ltd. [NYAX]
4. Relationship of Reporting Person(s) to Issuer (Check all applicable) ☑ Director 10% Owner Officer (give title below) Other (specify below) 5. If Amendment, Date of Original Filed (Month/Day/Year)
(Last) (First) (Middle) C/O NAYAX LTD. 3 ARIK EINSTEIN Building B Floor 1 6. Individual or Joint/Group Filing (Check Applicable Line) ☑ Form filed by One Reporting Person Form filed by More than One Reporting Person
(Street) HERZLIYA ISRAEL 4659071
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:

Remarks:

This Form 3 is being filed to report the Reporting Persons beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934. The reporting person does not beneficially own any securities of the issuer as of the date of this filing No securities are beneficially owned.

Rina Shafir by:
Oppenheimer Israel, as
Attorney-in-fact
** Signature of Reporting Person

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
| OMB Number: | 3235-0104 |
| --- | --- |
| Estimated average burden hours per response: | 0.5 |

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

| 1. Name and Address of Reporting Person*
Manor Sagit
(Last) (First) (Middle)
3 ARIK EINSTEIN ST.
BUILDING B, FLOOR 1
(Street)
HERZILYA 4659071
(City) (State) (Zip)
ISRAEL
(Country) | 2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2026 | 3. Issuer Name and Ticker or Trading Symbol
Nayax Ltd. [ NYAX ] | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 3a. Foreign Trading Symbol | | | 5. If Amendment, Date of Original Filed (Month/Day/Year)
03/16/2026 | | |
| | | | | 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
Director 10% Owner
X Officer (give title below)
CFO | | | 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person | |
| Table I - Non-Derivative Securities Beneficially Owned | | | | | | | | |
| 1. Title of Security (Instr. 4) | | | | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | | 4. Nature of Indirect Beneficial Ownership (Instr. 5) | |
| Ordinary Shares | | | | 304(1) | D | | | |
| Ordinary Shares | | | | 5,048(2) | D | | | |
| Ordinary Shares | | | | 2,110(3) | D | | | |
| Ordinary Shares | | | | 3,903(4) | D | | | |
| Ordinary Shares | | | | 27,458(5) | D | | | |
| Ordinary Shares | | | | 12,000(6) | D | | | |
| Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) | | | | | | | | |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | |
| | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | | | |

Explanation of Responses:

  1. These shares were issued upon vesting of previously granted RSU's
  2. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/26/2024) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  3. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/25/2025) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  4. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/03/2026) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the

Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

  1. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 20% on the first year (06/21/2022) and the remaining 80% vest in sixteen equal quarterly installments over a four-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

  2. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 29.17% 40 days after the grant date of 03/12/2026, additional 60% in three equal annual installments and the remaining 10.83% vest on the fifth year, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

Remarks:

This Form 3 is being filed to report the Reporting Persons beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934. Correction to Accession No. 0001976408-26-000162

Sagit Manor by:
Oppenheimer Israel, as
03/19/2026
Attorney-in-fact

** Signature of Reporting
Person
Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • If the form is filed by more than one reporting person, see Instruction 5 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

  • Form 3: SEC 1473 (03-26)

SEC Form 3

FORM 3 DATA

With Edited

Address

UNITED STATES SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number: 3235-0104

Estimated average burden

hours per response: 0.5

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934

or Section 30(h) of the Investment Company Act of 1940

| 1. Name and Address of Reporting Person*
Erel Tami
(Last) (First) (Middle)
C/O NAYAX LTD. 3 ARIK EINSTEIN
Building B Floor 1
(Street)
HERZLIYA ISRAEL 4659071
(City) (State) (Zip) | 2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2026 | 3. Issuer Name and Ticker or Trading Symbol
Nayax Ltd. [NYAX] | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
Director 10% Owner
X Officer (give title below)
CBO | | | 5. If Amendment, Date of Original Filed (Month/Day/Year) | |
| 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person | | | | | | |
| Table I - Non-Derivative Securities Beneficially Owned | | | | | | |
| 1. Title of Security (Instr. 4) | | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) | | |
| Ordinary Shares | | 198(1) | D | | | |
| Ordinary Shares | | 3,231(2) | D | | | |
| Ordinary Shares | | 3,000(3) | D | | | |
| Ordinary Shares | | 2,420(4) | D | | | |
| Ordinary Shares | | 5,000(5) | D | | | |
| Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) | | | | | | |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
| | Date Exercisable | Expiration Date | Title | | | |
| Stock Option (Right to Buy) | 07/01/2020(6) | 12/31/2026 | Ordinary Shares | 15,509 | $6.7 | D |
| Stock Option (Right to Buy) | 11/17/2022(7) | 02/17/2027 | Ordinary Shares | 10,000 | $38.739(8) | D |

Explanation of Responses:

  1. These shares were issued upon vesting of previously granted RSU's
  2. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/26/2024) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  3. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/25/2025) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  4. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/03/2026) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  5. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (03/28/2023) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  1. The Stock Options are Fully vested and immediately exercisable
  2. The Options vest 20% on the first year (11/17/2022) and the remaining 80% vest in sixteen equal quarterly installments over a four-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  3. The exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant date.

Remarks:

This Form 3 is being filed to report the Reporting Persons beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934.

Tami Erel by:
Oppenheimer Israel, as
03/16/2026
Attorney-in-fact
Signature of Reporting Person
Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3

FORM 3 DATA

With Edited

Address

UNITED STATES SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number: 3235-0104

Estimated average burden

hours per response: 0.5

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934

or Section 30(h) of the Investment Company Act of 1940

| 1. Name and Address of Reporting Person*
Nechmad Yair | 2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2026 | 3. Issuer Name and Ticker or Trading Symbol
Nayax Ltd. [ NYAX ] | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
Director 10% Owner
X Officer (give title below)
CEO and Co
Founder & Chairman | 5. If Amendment, Date of Original Filed (Month/Day/Year) | | | | |
| (Last) (First) (Middle)
C/O NAYAX LTD. 3 ARIK EINSTEIN
Building B Floor 1 | | | | | | 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person | | |
| (Street)
HERZLIYA ISRAEL 4659071
(City) (State) (Zip) | | | | | | | | |
| Table I - Non-Derivative Securities Beneficially Owned | | | | | | | | |
| 1. Title of Security (Instr. 4) | | | | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) | | |
| Ordinary Shares | | | | 1,406,075(1) | I | Held by Yair Nechmad Ltd. | | |
| Ordinary Shares | | | | 7,059,930(2) | D | | | |
| Ordinary Shares | | | | 33,512(3) | D | | | |
| Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) | | | | | | | | |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | | | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
| | Date Exercisable | Expiration Date | | Title | Amount or Number of Shares | | | |
| Warrants (Right to Buy) | 03/09/2025 | 03/31/2027 | | Ordinary Shares | 286,135(4) | $56.896(5) | D | |
| Stock Option (Right to Buy) | 03/08/2022(6) | 03/08/2027 | | Ordinary Shares | 75,000 | $33.7079(7) | D | |
| Stock Option (Right to Buy) | 03/04/2025(8) | 03/04/2030 | | Ordinary Shares | 75,000 | $33.7079(9) | D | |
| Stock Option (Right to Buy) | 03/08/2022(10) | 03/08/2027 | | Ordinary Shares | 70,000 | $33.7079(11) | D | |
| Stock Option (Right to Buy) | 03/04/2025(12) | 03/04/2030 | | Ordinary Shares | 15,605 | $33.7079(13) | D | |

Explanation of Responses:

  1. The shares were originally acquired as Founder Shares
  2. The shares were originally acquired as Founder Shares
  3. The Shares reported herein were purchased in the open market
  4. The reported securities represent Series 1 Warrants issued by the Company in connection with its 2025 offering of Series A Notes and Warrants. The Warrants are listed for trading on the Tel Aviv Stock Exchange
  5. Each Warrant is exercisable for one Ordinary Share at an exercise price of NIS 177.80, subject to adjustments based on changes in the NIS-to-USD exchange rate.
  6. The Stock Options are Fully vested and immediately exercisable
  7. The exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant date.
  8. The Stock Options are Fully vested and immediately exercisable
  9. The exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant date.
  1. The Stock Options are Fully vested and immediately exercisable
  2. The exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant date.
  3. The Stock Options are Fully vested and immediately exercisable
  4. The exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant date.

Remarks:

This Form 3 is being filed to report the Reporting Persons beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934.

Yair Nechmad by:
Oppenheimer Israel, as
03/16/2026
Attorney-in-fact
Signature of Reporting Person
Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3

FORM 3 DATA With Edited Address

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
| OMB Number: | 3235-0104 |
| --- | --- |
| Estimated average burden hours per response: | 0.5 |

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person* Aharon Yaron 2. Date of Event Requiring Statement (Month/Day/Year) 03/16/2026 3. Issuer Name and Ticker or Trading Symbol Nayax Ltd. [NYAX]
4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner ☑ Officer (give title below) COO 5. If Amendment, Date of Original Filed (Month/Day/Year)
(Last) (First) (Middle) C/O NAYAX LTD. 3 ARIK EINSTEIN Building B Floor 1
(Street) HERZLIYA ISRAEL 4659071 6. Individual or Joint/Group Filing (Check Applicable Line) ☑ Form filed by One Reporting Person ☐ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 183(1) D
Ordinary Shares 3,672(2) D
Ordinary Shares 2,627(3) D
Ordinary Shares 480(4) D
Ordinary Shares 1,832(5) D
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:

  1. These shares were issued upon vesting of previously granted RSU's
  2. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/26/2024) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  3. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (02/27/2025) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  4. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (08/06/2025) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
  5. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/03/2026) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

Remarks:

This Form 3 is being filed to report the Reporting Persons beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934.

Yaron Aharon by:
Oppenheimer Israel, as
Attorney-in-fact
** Signature of Reporting
Person
03/16/2026
Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

  • If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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