eToro Group (NASDAQ: ETOR) starts $50.0M accelerated share buyback with Citibank

Rhea-AI Filing Summary

eToro Group Ltd. entered into an accelerated share repurchase transaction with Citibank to repurchase $50.0 million of its Class A common shares. This buyback falls under the company’s existing share repurchase authorization, which was recently increased by $100.0 million.

The company will pay the $50.0 million on February 20, 2026 in return for an initial delivery of shares, with the final number of shares based on the volume-weighted average price during the ASR term, less a discount. Depending on the final calculation, eToro may receive additional shares or may need to deliver shares or cash to Citibank at settlement. The ASR is scheduled to terminate in the second calendar quarter of 2026.

Insights

Equity Capital Markets Analyst

eToro commits $50.0M to an accelerated buyback under an expanded repurchase authorization.

eToro is using an accelerated share repurchase to retire up to $50.0 million of Class A common shares through Citibank. This is executed under a repurchase program that was increased by $100.0 million, leaving overall remaining availability of $100.0 million after this ASR.

The final share count depends on volume-weighted average prices during the ASR, less a discount, so actual repurchase volume will move with the stock price. The agreement allows either additional shares to eToro or, in certain cases, delivery of shares or cash by eToro at settlement, with the ASR scheduled to terminate in the second calendar quarter of 2026.

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

UNDER the Securities Exchange Act of 1934

For the month of February 2026

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 office)

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 February 18, 2026, eToro Group Ltd. (the “Company”) entered into an accelerated share repurchase transaction (the “ASR Transaction”) with Citibank, N.A. (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 share repurchase authorization, following an increase of $100.0 million to its then overall remaining availability of $50.0 million (with current overall remaining availability of $100.0 million after giving effect to the ASR Transaction).

Under the terms of the ASR Transaction, on February 20, 2026, 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 second calendar quarter of 2026.

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:	February 19, 2026		By:	/s/ Johnathan Alexander Assia
				Name:	Johnathan Alexander Assia
				Title:	Chief Executive Officer

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FAQ

What is eToro Group Ltd. (ETOR) doing in this Form 6-K?

eToro Group Ltd. has entered into an accelerated share repurchase transaction to buy back $50.0 million of its Class A common shares. The transaction is executed with Citibank under eToro’s existing share repurchase authorization, which was recently expanded.

How large is eToro’s new accelerated share repurchase (ASR) program?

The ASR covers $50.0 million of eToro’s Class A common shares. It operates within a broader share repurchase authorization that was increased by $100.0 million, leaving $100.0 million of overall remaining availability after this ASR is accounted for.

How will the number of eToro (ETOR) shares repurchased be determined?

The total number of shares repurchased will be based on the volume-weighted average price of eToro’s shares during the ASR term, reduced by a discount. Customary adjustments may further affect the final share amount delivered at settlement.

When will eToro pay for and receive shares under the ASR with Citibank?

On February 20, 2026, eToro will pay the $50.0 million repurchase amount to Citibank in exchange for an initial delivery of shares. Final settlement, with any additional shares or adjustments, will occur by the scheduled ASR termination in the second calendar quarter of 2026.

Could eToro owe additional shares or cash at the end of this ASR?

Yes. Upon final settlement, eToro may either receive additional shares from Citibank or, in certain circumstances, be required to deliver shares or make a cash payment, at its option. These outcomes depend on the ASR’s pricing formula and adjustments.

When is eToro’s accelerated share repurchase expected to end?

The accelerated share repurchase transaction is scheduled to terminate in the second calendar quarter of 2026. During this period, the volume-weighted average share price will be measured and used to calculate the final share amounts exchanged between eToro and Citibank.