Nayax Ltd. — Director's Dealing 2026

Mar 31, 2026

3/31/26, 2:55 PM
SEC FORM 4

SEC Form 4
FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number: 3235-0287
Estimated average burden hours per response: 0.5

☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

| 1. Name and Address of Reporting Person
Tepper Oren | 2. Issuer Name and Ticker or Trading Symbol
Nayax Ltd. [ NYAX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
Director 10% Owner
X Officer (give title below)
CRO |
| --- | --- | --- |
| (Last) (First) (Middle)
3 ARIK EINSTEIN
FLOOR 1 BUILDING B | 2a. Foreign Trading Symbol |
| (Street)
HERZLIYA | 3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person |
| (City) (State) (Zip) | 4. If Amendment, Date of Original Filed (Month/Day/Year) |
| ISRAEL |
| (Country) | | |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) |
| Code | V | Amount | (A) or (D) | Price |
| Ordinary Shares | 03/30/2026 | | 5(1) | 74 | D | $53.93 | 8,444 | D |
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) |
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date |

Explanation of Responses:
1. The shares sold represent shares withheld and sold by the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted share units

Oren Tepper by:
Oppenheimer Israel as
Attorney-in-fact
03/31/2026

** 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 4 (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 4: SEC 1474 (03-26)

file:///G:/GRP - BO_Users/Section 16/Issuers/NYAX/Form 4/Copies of Form 4/Oren Tepper Form 4 20260330.html

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3/31/26, 5:15 PM
SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response: 0.5

☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

| 1. Name and Address of Reporting Person* Furman Carly Lisanne | | 2. Issuer Name and Ticker or Trading Symbol Nayax Ltd. [NYAX] | | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
Director 10% Owner
X Officer (give title below)
CEO NAYX North America |
| --- | --- | --- | --- | --- |
| (Last) (First) (Middle)
EXECUTIVE PLAZA 1
11350 MCCORMICK ROAD, SUITE 1004 | | 2a. Foreign Trading Symbol (NYAX) | | |
| (Street)
HUNT MALY MARYLAND 21031 | | 3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026 | | 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person |
| (City) (State) (Zip)
UNITED STATES | | 4. If Amendment, Date of Original Filed (Month/Day/Year) | | |

(Country)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)				5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	Amount	(A) or (D)	Price
Ordinary Shares			03/31/2026			S(1)			313	D	$54.7816(2)	11,574	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares sold represent shares withheld and sold by the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted share units
2. The reported price is a weighted average price. These shares were sold in transactions on the Tel Aviv Stock Exchange in New Israeli Shekels (ILS) and have been converted to U.S. Dollars (USD) using the exchange rate in effect on the transaction date. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request

Carly Furman by:
Oppenheimer Israel, as
03/31/2026
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 4 (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.

https://www.sec.gov/Archives/edgar/data/1901279/000197640826000304/xslF345X06/primary_doc.xml

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3/31/26, 5:15 PM
SEC FORM 4

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 4: SEC 1474 (03-26)

https://www.sec.gov/Archives/edgar/data/1901279/000197640826000304/xslF345X06/primary_doc.xml
2/2

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3/31/26, 5:22 PM
SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response: 0.5

☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

| 1. Name and Address of Reporting Person
Manor Sagit | | 2. Issuer Name and Ticker or Trading Symbol
Nayax Ltd. [NYAX] | | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO |
| --- | --- | --- | --- | --- |
| (Last) (First) (Middle)
3 ARIK EINSTEIN ST.
BUILDING B, FLOOR 1 | | 2a. Foreign Trading Symbol
(NYAX) | | |
| (Street)
HERZLIYA | | 3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026 | | 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person |
| (City) (State) (Zip)
ISRAEL | | 4. If Amendment, Date of Original Filed (Month/Day/Year) | | |
| (Country) | | | | |

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)				5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	Amount	(A) or (D)	Price
Ordinary Shares			03/31/2026			S(1)			1,252	D	$54.7816(2)	49,277	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
1. The shares sold represent shares withheld and sold by the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted share units
2. The reported price is a weighted average price. These shares were sold in transactions on the Tel Aviv Stock Exchange in New Israeli Shekels (ILS) and have been converted to U.S. Dollars (USD) using the exchange rate in effect on the transaction date. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request

Sagit Manor by: Oppenheimer 03/31/2026
Israel, as 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 4 (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 4: SEC 1474 (03-26)

https://www.sec.gov/Archives/edgar/data/1901279/000197640826000305/xslF345X06/primary_doc.xml