[6-K] eToro Group Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

eToro Group Ltd. entered into an accelerated share repurchase with Goldman Sachs to repurchase $50.0 million of Class A common shares under its previously announced $150.0 million authorization, leaving $100.0 million available after this transaction.

On November 17, 2025, the company will pay the Repurchase Amount for an initial delivery of shares. The final number of shares retired will be based on the volume‑weighted average price during the ASR term, less a discount and subject to customary adjustments. At settlement, eToro may receive additional shares, or it may deliver shares or pay cash, at its option. The ASR is scheduled to terminate in the fourth calendar quarter of 2025.

Insights

Corporate finance analyst

eToro starts a $50.0M ASR, with final shares set by VWAP.

eToro committed $50.0 million to an accelerated share repurchase with Goldman Sachs, funded upfront on November 17, 2025. Under the ASR, the initial shares are delivered immediately, while the total shares retired depend on the volume‑weighted average price (VWAP) less a discount over the ASR period.

The structure includes a customary true‑up: at settlement, eToro may receive more shares, or it may deliver shares or cash, at its option. This introduces pricing sensitivity to trading levels during the term, while the discount can modestly increase the effective buyback efficiency.

The authorization remaining after this ASR is $100.0 million. The ASR is scheduled to end in Q4 2025, after which the final share count will be determined by observed VWAP and any adjustments.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of November 2025

Commission File Number 001-42647

ETORO GROUP LTD.

(Translation of registrant’s name into English)

30 Sheshet Hayamim St.,

Bnei Brak, Israel 5120261

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Explanatory Note

On November 13, 2025, eToro Group Ltd. (the “Company”) entered into an accelerated share repurchase transaction (the “ASR Transaction”) with Goldman Sachs & Co. LLC (the “Counterparty”) to repurchase an aggregate of $50.0 million (the “Repurchase Amount”) of the Company’s Class A common shares (the “Shares”). The ASR Transaction is being completed under the Company’s previously announced $150.0 million share repurchase authorization (with current overall remaining availability of $100.0 million after giving effect to the ASR Transaction).

Under the terms of the ASR Transaction, on November 17, 2025, the Company will pay the Repurchase Amount to the Counterparty in exchange for an initial delivery of an agreed number of Shares. The total number of Shares to be repurchased under the ASR Transaction will be based on volume-weighted average prices of the Shares during the term of the ASR Transaction, less a discount and subject to customary adjustments. Upon final settlement of the ASR Transaction, the Company may be entitled to receive additional Shares from the Counterparty or, under certain circumstances, the Company may be required to deliver Shares or make a cash payment, at its option, to the Counterparty.

The agreement governing the ASR Transaction contains customary terms for these types of transactions, including, but not limited to, the mechanisms to determine the number of Shares or the amount of cash that will be delivered at settlement, the required timing of delivery of the Shares, the specific circumstances under which adjustments may be made to the ASR Transaction, the specific circumstances under which the ASR Transaction may be terminated prior to the scheduled maturity and various acknowledgements, representations and warranties made by the Company. The ASR Transaction is scheduled to terminate in the fourth calendar quarter of 2025.

Incorporation By Reference

The information included in this report on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form S-8 (Registration No. 333-287430) (including any prospectuses forming a part of such registration statement), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			ETORO GROUP LTD.
			(Registrant)
Date:	November 14, 2025		By:	/s/ Johnathan Alexander Assia
				Name:	Johnathan Alexander Assia
				Title:	Chief Executive Officer

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FAQ

What did eToro (ETOR) announce in its latest 6-K?

eToro entered into an accelerated share repurchase to buy back $50.0 million of Class A common shares with Goldman Sachs.

How much buyback capacity remains for eToro (ETOR)?

After the ASR, the remaining availability under the authorization is $100.0 million.

When does eToro pay for the ASR and receive initial shares?

eToro will pay $50.0 million on November 17, 2025 in exchange for an initial delivery of shares.

How is the final number of shares in eToro’s ASR determined?

By the volume‑weighted average price of the shares during the ASR term, less a discount, and subject to customary adjustments.

What can happen at ASR settlement for eToro (ETOR)?

eToro may receive additional shares, or it may deliver shares or make a cash payment, at its option.

When is eToro’s ASR scheduled to end?

The transaction is scheduled to terminate in the fourth calendar quarter of 2025.

Who is the counterparty to eToro’s ASR?

The counterparty is Goldman Sachs & Co. LLC.