eToro Group (ETOR) stake update as Spark Capital funds adjust holdings

Rhea-AI Filing Summary

Spark Capital-affiliated funds and director Santo Politi filed Amendment No. 3 to their Schedule 13D on eToro Group Ltd., updating their beneficial ownership in the company’s Class A Common Shares. Spark Capital II, L.P. reports 3,559,007 shares, or 5.3% of the class, and Spark Capital Founders’ Fund II, L.P. reports 23,280 shares.

Spark Management Partners II, LLC is shown with aggregate beneficial ownership of 3,582,287 shares, representing 5.4% of the class, while Santo Politi reports 3,584,394 shares, including 2,107 held directly. These percentages are based on 66,806,610 Class A shares outstanding as of April 15, 2026.

On May 14, 2026, the funds made several pro rata, no‑consideration distributions of eToro shares to partners and members. That same day, Spark Capital Partners, LLC sold 2,892 Class A shares at a weighted average price of $41.036, for aggregate proceeds of $118,676.11.

Key Figures

Spark Capital II holdings: 3,559,007 shares Spark Management Partners II holdings: 3,582,287 shares Santo Politi holdings: 3,584,394 shares +3 more

6 metrics

Spark Capital II holdings 3,559,007 shares Class A Common Shares beneficially owned; 5.3% of class

Spark Management Partners II holdings 3,582,287 shares Aggregate beneficial ownership; 5.4% of class

Santo Politi holdings 3,584,394 shares Includes 2,107 shares held directly; 5.4% of class

Shares outstanding 66,806,610 shares Class A Common Shares outstanding as of April 15, 2026

Fund distributions 1,779,504 & 11,640 shares Pro rata distributions by SC II and SCFF II on May 14, 2026

Spark Capital Partners sale 2,892 shares Sold at $41.036 weighted average; proceeds $118,676.11

Key Terms

beneficial ownership, pro rata distribution, Schedule 13D, pecuniary interest, +1 more

5 terms

beneficial ownership financial

"Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pro rata distribution financial

"SC II effected a pro rata distribution without additional consideration of 1,779,504 shares"

A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.

Schedule 13D regulatory

"previously filed a statement on Schedule 13G to report the acquisition that is the subject of this"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

pecuniary interest financial

"except to the extent of such Reporting Person's pecuniary interest therein, if any"

Class A Common Shares financial

"Class A Common Shares, no par value per share"

A Class A common share is a specific type of ordinary company share that represents an ownership stake and usually carries particular voting rights or payout priorities compared with other share classes. For investors it matters because those differences affect how much influence you have over company decisions, how dividends or liquidation proceeds might be distributed, and how easily the shares trade — like choosing between car models where one has extra features (more control) and another focuses on price or availability (liquidity).

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

eToro Group Ltd.

(Name of Issuer)

Class A Common Shares, no par value per share

(Title of Class of Securities)

G32089107

(CUSIP Number)

Alexa Lyons
Chief Financial Officer, 200 Clarendon Street, Floor 59
Boston, MA, 02116
617-830-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G32089107

1

Name of reporting person

Spark Capital II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,559,007.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,559,007.00

11

Aggregate amount beneficially owned by each reporting person

3,559,007.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.3 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

All shares are held of record by SC II (as defined in Item 2(a) of the Original 13D (as defined in Item 1 below)) and consist of 3,559,007 Class A Common Shares. SMP II GP (as defined in Item 2(a) of the Original 13D) is the general partner of SC II and may be deemed to have voting, investment and dispositive power with respect to these securities. Santo Politi, a member of the Issuer's board of directors, is the managing member of SMP II GP and may be deemed to share voting, investment and dispositive power with respect to these securities. Based on 66,806,610 Class A Common Shares outstanding as of April 15, 2026, reported by the Issuer in Exhibit 99.1 to its Report on Form 6-K filed with the Securities and Exchange Commission on April 21, 2026.

SCHEDULE 13D

CUSIP Number(s): G32089107

1

Name of reporting person

Spark Capital Founders' Fund II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 23,280.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 23,280.00

11

Aggregate amount beneficially owned by each reporting person

23,280.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

All shares are held of record by SCFF II and consist of 23,280 Class A Common Shares. SMP II GP is the general partner of SCFF II and may be deemed to have voting, investment and dispositive power with respect to these securities. Santo Politi, a member of the Issuer's board of directors, is the managing member of SMP II GP and may be deemed to share voting, investment and dispositive power with respect to these securities. Based on 66,806,610 Class A Common Shares outstanding as of April 15, 2026, reported by the Issuer in Exhibit 99.1 to its Report on Form 6-K filed with the Securities and Exchange Commission on April 21, 2026.

SCHEDULE 13D

CUSIP Number(s): G32089107

1

Name of reporting person

Spark Management Partners II, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,582,287.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,582,287.00

11

Aggregate amount beneficially owned by each reporting person

3,582,287.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Consists of (i) 3,559,007 Class A Common Shares held of record by SC II and (ii) 23,280 Class A Common Shares held of record by SCFF II. SMP II GP is the general partner of each of SC II and SCFF II and may be deemed to have voting, investment and dispositive power with respect to these securities. Santo Politi, a member of the Issuer's board of directors, is the managing member of SMP II GP and may be deemed to share voting, investment and dispositive power with respect to these securities. Based on 66,806,610 Class A Common Shares outstanding as of April 15, 2026, reported by the Issuer in Exhibit 99.1 to its Report on Form 6-K filed with the Securities and Exchange Commission on April 21, 2026.

SCHEDULE 13D

CUSIP Number(s): G32089107

1

Name of reporting person

Spark Capital Partners, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): G32089107

1

Name of reporting person

Santo Politi

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,107.00
8	Shared Voting Power 3,582,287.00
9	Sole Dispositive Power 2,107.00
10	Shared Dispositive Power 3,582,287.00

11

Aggregate amount beneficially owned by each reporting person

3,584,394.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Consists of (i) 3,559,007 Class A Common Shares held of record by SC II, (ii) 23,280 Class A Common Shares held of record by SCFF II, and (iii) 2,107 Class A Common Shares held of record by Santo Politi. SMP II GP is the general partner of each of SC II and SCFF II and may be deemed to have voting, investment and dispositive power with respect to the securities held by SC II and SCFF II. Santo Politi, a member of the Issuer's board of directors, is the managing member of SMP II GP and SCP and may be deemed to share voting, investment and dispositive power with respect to these securities. Based on 66,806,610 Class A Common Shares outstanding as of April 15, 2026, reported by the Issuer in Exhibit 99.1 to its Report on Form 6-K filed with the Securities and Exchange Commission on April 21, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Shares, no par value per share
(b)	Name of Issuer: eToro Group Ltd.
(c)	Address of Issuer's Principal Executive Offices: 30 Sheshet Hayamim St., Bnei Brak, ISRAEL , 5120261.
Item 1 Comment: Explanatory Note: This Amendment No. 3 (this Amendment) amends and supplements the Schedule 13D originally filed by the Reporting Persons with the SEC on May 21, 2025 and amended by that Amendment No. 1 filed by the Reporting Persons with the SEC on November 13, 2025 and by the Amendment No. 2 filed by the Reporting Persons with the SEC on February 26, 2026 (collectively, the Original Schedule 13D). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D.
Item 2.	Identity and Background
(a)	This Statement is being filed by Spark Capital II, L.P. (SC II), Spark Capital Founders' Fund II, L.P. (SCFF II), Spark Management Partners II, LLC (SMP II GP), Spark Capital Partners, LLC (SCP, and together with SC II, SCFF II, SMP II GP, the Reporting Entities) and Santo Politi (the Reporting Individual), a member of the Issuer's board of directors. The Reporting Entities and Reporting Individual are collectively referred to as the Reporting Persons. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached hereto as Exhibit 1. Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein, if any, other than those securities reported herein as being held directly by such Reporting Person.
(b)	The information set forth in Item 2(b) of the Original 13D is incorporated herein by reference.
(c)	The information set forth in Item 2(c) of the Original 13D is incorporated herein by reference.
(d)	The information set forth in Item 2(d) of the Original 13D is incorporated herein by reference.
(e)	The information set forth in Item 2(e) of the Original 13D is incorporated herein by reference.
(f)	The information set forth in Item 2(f) of the Original 13D is incorporated herein by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Item 3 of the Original 13D is incorporated herein by reference.
Item 4.	Purpose of Transaction
	The information set forth in Item 4 of the Original 13D is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	See Items 7-11 of the cover pages of this Amendment No. 3. The information reported on such cover pages is reported as of May 14, 2026.
(b)	See Items 7-11 of the cover pages of this Amendment No. 3. The information reported on such cover pages is reported as of May 14, 2026.
(c)	On May 14, 2026, SC II effected a pro rata distribution without additional consideration of 1,779,504 shares of Class A Common Shares to SMP II GP and its limited partners. On May 14, 2026, SCFF II effected a pro rata distribution without additional consideration of 11,640 shares of Class A Common Shares to SMP II GP and its limited partners. On May 14, 2026, SMP II GP effected a pro rata distribution without additional consideration of the shares that it received in connection with such distributions from SC II and SCFF II to its members, including SCP. On May 14, 2026, as a result of the pro rata distribution described in the immediately preceding sentence, SCP became the holder of record of 2,892 shares of Class A Common Shares. On May 14, 2026, SCP sold 2,892 shares of Class A Common Shares at a weighted average price of $41.036 for aggregate proceeds of $118,676.11.
(d)	The information set forth in Item 5(d) of the Original 13D is incorporated herein by reference.
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 6 of the Original 13D is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	N/A

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.

Spark Capital II, L.P.

Signature:	/s/ Alexa Lyons
Name/Title:	Alexa Lyons, Authorized Signatory
Date:	05/15/2026

Spark Capital Founders' Fund II, L.P.

Signature:	/s/ Alexa Lyons
Name/Title:	Alexa Lyons, Authorized Signatory
Date:	05/15/2026

Spark Management Partners II, LLC

Signature:	/s/ Alexa Lyons
Name/Title:	Alexa Lyons, Authorized Signatory
Date:	05/15/2026

Spark Capital Partners, LLC

Signature:	/s/ Alexa Lyons
Name/Title:	Alexa Lyons, Authorized Signatory
Date:	05/15/2026

Santo Politi

Signature:	/s/ Alexa Lyons
Name/Title:	Attorney-in-Fact for Santo Politi
Date:	05/15/2026

Comments accompanying signature:

Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

FAQ

What does eToro Group (ETOR) Amendment No. 3 to Schedule 13D report?

Amendment No. 3 updates Spark Capital entities’ and director Santo Politi’s beneficial ownership in eToro’s Class A Common Shares. It details their current share counts, ownership percentages, recent pro rata distributions, and a small share sale by Spark Capital Partners, LLC on May 14, 2026.

How many eToro (ETOR) shares does Spark Capital II, L.P. now report?

Spark Capital II, L.P. reports beneficial ownership of 3,559,007 Class A Common Shares of eToro. This corresponds to 5.3% of the outstanding Class A shares, based on 66,806,610 Class A Common Shares outstanding as of April 15, 2026, as disclosed in the filing.

What is Santo Politi’s reported stake in eToro (ETOR)?

Santo Politi reports beneficial ownership of 3,584,394 Class A Common Shares of eToro, or 5.4% of the class. This includes 3,559,007 shares held by Spark Capital II, 23,280 shares held by Spark Capital Founders’ Fund II, and 2,107 shares held directly by Politi.

How many eToro (ETOR) shares are outstanding for these ownership percentages?

The reported ownership percentages are calculated using 66,806,610 Class A Common Shares outstanding as of April 15, 2026. That outstanding share figure comes from eToro’s Form 6-K filed April 21, 2026 and underpins the 5.3% and 5.4% ownership calculations in the amendment.

What transaction did Spark Capital Partners, LLC make in eToro (ETOR) shares?

Spark Capital Partners, LLC sold 2,892 eToro Class A Common Shares on May 14, 2026. The sale occurred at a weighted average price of $41.036 per share, resulting in aggregate proceeds of $118,676.11, as specifically described in Item 5(c) of the amendment.

What pro rata distributions of eToro (ETOR) shares are described in the filing?

On May 14, 2026, Spark Capital II, L.P. distributed 1,779,504 Class A shares and Spark Capital Founders’ Fund II, L.P. distributed 11,640 Class A shares, both pro rata and without additional consideration. Spark Management Partners II, LLC then distributed the received shares to its members, including Spark Capital Partners, LLC.