Nice Ltd. — Major Shareholding Notification 2026

Feb 5, 2026

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

NICE Ltd.
(Name of Issuer)

American Depositary Shares, each representing one Ordinary Share, par value NIS 1.00 per share (Title of Class of Securities)

653656108

(CUSIP Number)

01/29/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropria	te box to designate	the rule pursuar	nt to which this	Schedule is filed:

• Rule 13d-1(b)
• Rule 13d-1(c)
• Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 653656108

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1	Names of Reporting Persons
	Harel Insurance Investments & Financial Services Ltd
	Check the appropriate box if a member of a Group (see instructions)
2	(a)
	(b)
3	Sec Use Only
4	Citizenship or Place of Organization
	ISRAEL
Numbe r of Shares Benefic ially	5	Sole Voting Power
		0.00
	6	Shared Voting Power
		3,095,994.00
Owned by
Each Reporti ng Person With:	7	Sole Dispositive Power
		0.00
	8	Shared Dispositive Power
		3,160,790.00
9	Aggregate Amount Beneficially Owned by Each Reporting Person
	3,160,790.00
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11	Percent of class represented by amount in row (9)
	5.1 %
12	Type of Reporting Person (See Instructions)
	co

Comment for Type of Reporting Person: * With regard to the date of event that requires filing, see the explanatory note in Item 4.

With regard to Rows (6), (8) and (9), please see Item 4.
Row (11) is based on 61,743,476 Ordinary Shares issued and outstanding as of August 18, 2025 (as reported by the Issuer in Exhibit 99.1 to its Report on Form 6-K filed with the Securities and Exchange Commission on August 21, 2025).

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1.
(a)	Name of issuer:
	NICE Ltd.
(b)	Address of issuer's principal executive offices:
	13 Zarchin Street, P.O.B. 690, Ra'anana, Israel, 43107
Item 2.
(a)	Name of person filing:
	Harel Insurance Investments & Financial Services Ltd.
(b)	Address or principal business office or, if none, residence:
	3 Aba Hillel Street, Ramat Gan 52118, Israel
(c)	Citizenship:
	Israel
(d)	Title of class of securities:
	American Depositary Shares, each representing one Ordinary Share, par value NIS 1.00 per share
(e)	CUSIP No.:
	653656108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

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(k) Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item Ownership 4.

(a) Amount beneficially owned:

Of the 3,160,790 Ordinary Shares reported in this Statement as beneficially owned by the Reporting Person, (i) 3,095,994 Ordinary Shares are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of the Reporting Person, each of which subsidiaries operates under independent management and makes independent voting and investment decisions and (ii) 64,796 Ordinary Shares are held by third-party client accounts managed by a subsidiary of the Reporting Person as portfolio managers, which subsidiary operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts. Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of any of the Ordinary Shares covered by this Statement.

(b) Percent of class:

See Row (11) of the cover page of the Reporting Person above.

• (c) Number of shares as to which the person has:
• (i) Sole power to vote or to direct the vote:

0

(ii) Shared power to vote or to direct the vote:

See Row (6) of the cover page of the Reporting Person above and note in Item 4 above.

(iii) Sole power to dispose or to direct the disposition of:

0

(iv) Shared power to dispose or to direct the disposition of:

See Row (8) of the cover page of the Reporting Person above and note in Item 4 above.

Item Ownership of 5 Percent or Less of a Class. 5.

Not Applicable

Item Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item Identification and Classification of the Subsidiary Which Acquired the Security Being 7. Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item Identification and Classification of Members of the Group.

8.

6.

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Not Applicable

Item Notice of Dissolution of Group. 9.

Not Applicable

Item Certifications: 10.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Harel Insurance Investments & Financial Services Ltd

Signature: /s/ Alon Kaufman

Name/Title: Alon Kaufman/Vice President

Date: 02/03/2026