eToro Group shareholders approve new charter

eToro Group Ltd. reported the results of its annual meeting of shareholders, held on May 26, 2026 in Bnei Brak, Israel.

Rhea-AI Filing Summary

eToro Group Ltd. reported the results of its annual meeting of shareholders, held on May 26, 2026 in Bnei Brak, Israel. Holders of the Company’s Class A and Class B common shares, as of April 15, 2026, approved each proposal in the proxy statement by the required majorities under the BVI Business Companies Act and the Company’s Amended and Restated Memorandum and Articles of Association.

Following shareholder approval of Proposal 3(a), (b) and (c), the Company filed a Second Amended and Restated Memorandum and Articles of Association with the BVI Registrar on May 28, 2026, which became effective upon registration. This document is furnished as Exhibit 3.1, and the Form 6-K is incorporated by reference into eToro Group’s Form S-8 registration statement No. 333-287430.

Key Terms

Report of Foreign Private Issuer, BVI Business Companies Act, Amended and Restated Memorandum and Articles of Association, Second Amended and Restated Memorandum and Articles of Association, +1 more

5 terms

Report of Foreign Private Issuer regulatory

"FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16"

A report of a foreign private issuer is a formal filing that a non‑U.S. company makes to U.S. regulators to share important business, financial, or governance information with American investors. Think of it as a regular update or press packet that keeps investors informed about events that could change a company’s value—like earnings, management changes, contracts, or regulatory developments—so investors can make timely, informed decisions.

BVI Business Companies Act regulatory

"approved, by the applicable required majority in accordance with the BVI Business Companies Act"

A legal framework that sets the rules for forming, running and dissolving companies incorporated in the British Virgin Islands, acting like a rulebook for corporate structure, ownership and governance. It matters to investors because it defines legal rights, liability protections, reporting obligations and how disputes or ownership changes are handled — similar to knowing a building’s blueprints and emergency exits before buying a condo in that jurisdiction.

Amended and Restated Memorandum and Articles of Association regulatory

"the Company’s Amended and Restated Memorandum and Articles of Association"

A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.

Second Amended and Restated Memorandum and Articles of Association regulatory

"further amended and restated Memorandum and Articles of Association (the “Second A&R Memorandum and Articles of Association”)"

Form S-8 regulatory

"incorporated by reference into the Company’s registration statement on Form S-8"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did eToro Group Ltd. (ETOR) announce in this Form 6-K?

eToro Group Ltd. reported the results of its May 26, 2026 annual shareholder meeting. Class A and Class B shareholders approved all proposals in the proxy statement by the required majorities, confirming support for the company’s governance and corporate framework changes.

What corporate changes did eToro Group (ETOR) shareholders approve?

Shareholders approved proposals including items labeled Proposal 3(a), (b) and (c), enabling eToro Group to adopt a Second Amended and Restated Memorandum and Articles of Association. These updated constitutional documents were then filed with the BVI Registrar and became effective upon registration.

When did eToro Group (ETOR) file its Second Amended and Restated Memorandum and Articles?

eToro Group filed its Second Amended and Restated Memorandum and Articles of Association with the BVI Registrar on May 28, 2026. The filing became effective upon registration, formalizing the shareholder-approved changes to the company’s constitutional documents in the British Virgin Islands.

How does this Form 6-K affect eToro Group’s (ETOR) Form S-8 registration?

This Form 6-K is incorporated by reference into eToro Group’s Form S-8 registration statement No. 333-287430. That means the information in this report automatically becomes part of the Form S-8, unless later filings or documents supersede it.

Which shareholders were entitled to vote at eToro Group’s May 26, 2026 meeting?

The company’s Class A and Class B shareholders of record as of April 15, 2026 were entitled to vote. They attended a properly convened meeting with a quorum present and approved each proposal described in the proxy statement, satisfying applicable legal and charter requirements.

Where was eToro Group’s 2026 annual shareholder meeting held?

The annual meeting took place on May 26, 2026, at 3:00 p.m. Israel time, at eToro Group’s office at 30 Sheshet Hayamim St., Bnei Brak, Israel. This location is also listed as the address of the company’s principal executive office in the report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/29/2026 - 04:05 PM Learn about SEC filing dates

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 May 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

eToro Group Ltd. (the “Company”) today announced the results of the Company’s annual meeting of shareholders, which also constituted a separate class meeting of the holders of the Company’s Class B common shares (the “Meeting”), which was held on Tuesday, May 26, 2026, at 3:00 p.m. (Israel time), at the Company’s office located at 30 Sheshet Hayamim St., Bnei Brak, Israel.

At the Meeting, at which a quorum was present, the Company’s Class A and Class B shareholders of record as of April 15, 2026 voted upon and approved, by the applicable required majority in accordance with the BVI Business Companies Act (as revised) and the Company’s Amended and Restated Memorandum and Articles of Association (“A&R Memorandum and Articles”), each of the proposals as set forth in the Company’s proxy statement related to the Meeting, which was attached as Exhibit 99.1 to the Company’s Report of Foreign Private Issuer on Form 6-K furnished to the Securities and Exchange Commission on April 21, 2026.

Amendment and Restatement of A&R Memorandum and Articles

Following shareholder approval of Proposal 3(a), (b) and (c) at the Meeting, on May 28, 2026, the Company filed further amended and restated Memorandum and Articles of Association (the “Second A&R Memorandum and Articles of Association”) with the Registrar of Corporate Affairs in the British Virgin Islands Registrar (the “BVI Registrar”). The  Second A&R Memorandum and Articles of Association became effective upon registration with the BVI Registrar. A copy of the Second A&R Memorandum and Articles of Association is furnished herewith as Exhibit 3.1 and is incorporated herein by reference.

Incorporation By Reference

This 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:	May 29, 2026		By:	/s/ Johnathan Alexander Assia
				Name:	Johnathan Alexander Assia
				Title:	Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.		Description
3.1		Second Amended and Restated Memorandum and Articles of Association, as amended on May 28, 2026

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Filing Exhibits & Attachments

1 document

Other Documents

• EX-3.1 SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION, AS AMENDED O 255.7 KB