Spark Capital reshapes eToro Group (ETOR) ownership with sales and transfers

Rhea-AI Filing Summary

Spark Capital-affiliated funds and Santo Politi filed Amendment No. 2 to their Schedule 13D on eToro Group Ltd., updating their ownership and recent transactions. As of February 24, 2026, Spark Capital II, L.P. reports beneficial ownership of 5,338,511 Class A Common Shares, or 10.6% of the class, while Spark Management Partners II, LLC reports 5,373,341 shares, or 10.7%, based on 50,276,000 shares outstanding as of May 14, 2025.

On February 24, 2026, the filing notes pro rata distributions of 1,779,504 shares by Spark Capital II, L.P. and 9,240 shares by Spark Capital Founders' Fund II, L.P. to their general partner and limited partners without additional consideration. That same day, Spark Capital Founders' Fund II, L.P. sold 2,400 shares at a weighted average price of $31.148 for proceeds of $74,755.20, and Spark Capital Partners, LLC sold 2,892 shares at a weighted average price of $31.147 for proceeds of $90,077.12.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

02/24/2026

(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).

SCHEDULE 13D

CUSIP No. 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 5,338,511.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,338,511.00

11

Aggregate amount beneficially owned by each reporting person

5,338,511.00

12

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

13

Percent of class represented by amount in Row (11)

10.6 %

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 5,338,511 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 50,276,000 shares outstanding, comprised of (i) 47,220,866 Class A Common Shares outstanding as of May 14, 2025, as reported by the Issuer in the Prospectus (as defined in the Original 13D), plus (ii) an aggregate of 3,055,114 Class A Common Shares issued to, and held of record by, SC II and SCFF II (as defined in Item 2(a) of the Original 13D) in connection with the Conversion (as defined in the Original 13D) of Class B Common Shares.

SCHEDULE 13D

CUSIP No. 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 34,920.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 34,920.00

11

Aggregate amount beneficially owned by each reporting person

34,920.00

12

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

13

Percent of class represented by amount in Row (11)

0.1 %

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 34,920 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 50,276,000 shares outstanding, comprised of (i) 47,220,866 Class A Common Shares outstanding as of May 14, 2025, as reported by the Issuer in the Prospectus, plus (ii) an aggregate of 3,055,114 Class A Common Shares issued to, and held of record by, SC II and SCFF II in connection with the Conversion of Class B Common Shares.

SCHEDULE 13D

CUSIP No. 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 5,373,431.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,373,341.00

11

Aggregate amount beneficially owned by each reporting person

5,373,341.00

12

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

13

Percent of class represented by amount in Row (11)

10.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Consists of (i) 5,338,511 Class A Common Shares held of record by SC II and (ii) 34,920 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 50,276,000 shares outstanding, comprised of (i) 47,220,866 Class A Common Shares outstanding as of May 14, 2025, as reported by the Issuer in the Prospectus, plus (ii) an aggregate of 3,055,114 Class A Common Shares issued to, and held of record by, SC II and SCFF II in connection with the Conversion of Class B Common Shares.

SCHEDULE 13D

CUSIP No. 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 No. 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 5,373,431.00
9	Sole Dispositive Power 2,107.00
10	Shared Dispositive Power 5,373,431.00

11

Aggregate amount beneficially owned by each reporting person

5,375,538.00

12

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

13

Percent of class represented by amount in Row (11)

10.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Consists of (i) 5,338,511 Class A Common Shares held of record by SC II, (ii) 34,920 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 a 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 50,276,000 shares outstanding, comprised of (i) 47,220,866 Class A Common Shares outstanding as of May 14, 2025, as reported by the Issuer in the Prospectus, plus (ii) an aggregate of 3,055,114 Class A Common Shares issued to, and held of record by, SC II and SCFF II in connection with the Conversion of Class B Common Shares.

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. 2 (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 (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 Capital Growth Fund II, L.P. (SCGF II), Spark Capital Growth Founders' Fund II, L.P. (SCGFF II), Spark Capital Growth Fund III, L.P. (SCGF III), Spark Capital Growth Founders' Fund III, L.P. (SCGFF III), Spark Management Partners II, LLC (SMP II GP), Spark Growth Management Partners II, LLC (SGMP II GP), Spark Growth Management Partners III, LLC (SGMP III GP), Spark Capital Partners, LLC (SCP, and together with SC II, SCFF II, SCGF II, SCGFF II, SCGF III, SCGFF III, SMP II GP, SGMP II GP, and SGMP III 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. 2. The information reported on such cover pages is reported as of February 24, 2026.
(b)	See Items 7-11 of the cover pages of this Amendment No. 2. The information reported on such cover pages is reported as of February 24, 2026.
(c)	On February 24, 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 February 24, 2026, SCFF II effected a pro rata distribution without additional consideration of 9,240 shares of Class A Common Shares to SMP II GP and its limited partners. On February 24, 2026, SCFF II sold 2,400 shares of Class A Common Shares at a weighted average price of $31.148 for aggregate proceeds of $74,755.20. On February 24, 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 February 24, 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 February 24, 2026, SCP sold 2,892 shares of Class A Common Shares at a weighted average price of $31.147 for aggregate proceeds of $90,077.12.
(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:	02/26/2026

Spark Capital Founders' Fund II, L.P.

Signature:	/s/ Alexa Lyons
Name/Title:	Alexa Lyons, Authorized Signatory
Date:	02/26/2026

Spark Management Partners II, LLC

Signature:	/s/ Alexa Lyons
Name/Title:	Alexa Lyons, Authorized Signatory
Date:	02/26/2026

Spark Capital Partners, LLC

Signature:	/s/ Alexa Lyons
Name/Title:	Alexa Lyons, Authorized Signatory
Date:	02/26/2026

Santo Politi

Signature:	/s/ Alexa Lyons
Name/Title:	Attorney-in-Fact for Santo Politi
Date:	02/26/2026

Comments accompanying signature:

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

FAQ

What did Spark Capital disclose in its latest Schedule 13D/A for ETOR?

Spark Capital-affiliated funds and Santo Politi reported updated ownership in eToro Group Ltd., showing aggregate beneficial holdings around 10.7% of Class A shares as of February 24, 2026, including detailed positions for each reporting entity based on 50,276,000 shares outstanding.

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

Spark Capital II, L.P. reports beneficial ownership of 5,338,511 Class A Common Shares of eToro Group Ltd., representing 10.6% of the class. This percentage is calculated using 50,276,000 shares outstanding, combining previously outstanding shares and those issued upon conversion of Class B shares.

What transactions involving ETOR shares occurred on February 24, 2026?

On February 24, 2026, Spark Capital funds made pro rata share distributions without additional consideration and executed two sales: 2,400 shares at $31.148 for $74,755.20 and 2,892 shares at $31.147 for $90,077.12, as detailed in Item 5(c).

What is Santo Politi’s reported ownership in eToro Group Ltd. (ETOR)?

Santo Politi is reported to beneficially own 5,375,538 Class A Common Shares, or 10.7% of the class, including 2,107 shares held directly and shares held through Spark Capital funds. He may be deemed to share voting and investment power over those fund-held securities.

How were eToro (ETOR) shares distributed among Spark Capital entities?

Spark Capital II, L.P. distributed 1,779,504 shares and Spark Capital Founders' Fund II, L.P. distributed 9,240 shares of eToro Class A stock pro rata without additional consideration to their general partner and limited partners, then Spark Management Partners II, LLC further distributed its received shares to its members.

On what share count is Spark Capital’s ETOR ownership percentage based?

The reported ownership percentages use a base of 50,276,000 Class A Common Shares outstanding, comprised of 47,220,866 shares outstanding as of May 14, 2025 plus 3,055,114 shares issued to Spark Capital funds upon conversion of Class B Common Shares.