Nayax Ltd. — Director's Dealing 2026

May 25, 2026

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
Amnipour Erez | 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)
CPO |
| --- | --- | --- |
| (Last) (First) (Middle)
ARIK EINSTEIN 3 | 2a. Foreign Trading Symbol |
| BUILDING B, FLOOR 1 | 3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person |
| (Street)
HERZLIYA |
| (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 | 05/19/2026 | | S | | 231 | D | $67 | 16,627 |
| 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:

Erez Aminpour by:

Oppenheimer Israel, as

Attorney-in-fact

05/20/2026

** 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)

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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* 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)
(Last) (First) (Middle) 3 ARIK EINSTEIN ST. BUILDING B, FLOOR 1	2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year) 05/18/2026	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
(Street) HERZLIYA	4. If Amendment, Date of Original Filed (Month/Day/Year)
(City) (State) (Zip) 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)
Code	V	Amount
Ordinary Shares	05/18/2026
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)
Code	V	(A)

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

Sagit Manor by: Oppenheimer 05/19/2026

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)