eToro: Spark Capital exits after 3.6M-share distribution

Spark Capital entities report reducing their beneficial ownership in eToro Group Ltd. to zero, with only director Santo Politi retaining a small direct holding.

Rhea-AI Filing Summary

eToro Group Ltd. (ETOR) received an Amendment No. 4 to a Schedule 13D from Spark Capital entities and director Santo Politi, updating their ownership in the company’s Class A Common Shares as of August 12, 2026. The Spark Capital limited partnerships and related LLCs now report beneficial ownership of 0 shares (0.0% of the class), while Santo Politi reports direct ownership of 2,107 Class A shares, which is also disclosed as representing 0.0% of the class based on 66,806,610 shares outstanding as of April 15, 2026.

On August 12, 2026, Spark Capital II, L.P. made a pro rata distribution of 3,559,007 Class A shares and Spark Capital Founders' Fund II, L.P. made a pro rata distribution of 23,280 Class A shares to their general partner and limited partners without additional consideration. Spark Management Partners II, LLC then distributed the shares it received to its members, including Spark Capital Partners, LLC. That same day, Spark Capital Partners, LLC became holder of record of 5,783 Class A shares and sold all 5,783 shares at a weighted average price of $28.01, for aggregate proceeds of $162,000.

Key Figures

Distributions by Spark Capital II, L.P.: 3,559,007 Class A Common Shares Distributions by Spark Capital Founders' Fund II, L.P.: 23,280 Class A Common Shares Shares sold by Spark Capital Partners, LLC: 5,783 Class A Common Shares +5 more

8 metrics

Distributions by Spark Capital II, L.P. 3,559,007 Class A Common Shares Pro rata distribution on August 12, 2026 without additional consideration

Distributions by Spark Capital Founders' Fund II, L.P. 23,280 Class A Common Shares Pro rata distribution on August 12, 2026 without additional consideration

Shares sold by Spark Capital Partners, LLC 5,783 Class A Common Shares Sold on August 12, 2026

Weighted average sale price $28.01 per share Sale of 5,783 Class A shares on August 12, 2026

Aggregate sale proceeds $162,000 Proceeds from sale of 5,783 Class A shares on August 12, 2026

Shares held by Santo Politi 2,107 Class A Common Shares Direct beneficial ownership with sole voting and dispositive power

Class A shares outstanding 66,806,610 Class A Common Shares Outstanding as of April 15, 2026, used to compute 0.0% ownership

Reported ownership percentage 0.0% of Class A Common Shares Each Spark Capital reporting entity and Santo Politi as of August 12, 2026

Key Terms

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

5 terms

Schedule 13D regulatory

"The agreement among the Reporting Persons to file jointly in accordance"

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.

pro rata distribution financial

"SC II effected a pro rata distribution without additional consideration of"

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.

beneficial ownership regulatory

"Each Reporting Person disclaims beneficial ownership of all securities"

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.

pecuniary interest financial

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

weighted average price financial

"SCP sold 5,783 shares of Class A Common Shares at a weighted average price"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

FAQ

What change in ownership of ETOR shares did Spark Capital report in this Schedule 13D/A?

Spark Capital II, L.P., Spark Capital Founders' Fund II, L.P., Spark Management Partners II, LLC, and Spark Capital Partners, LLC each report 0 shares of eToro Group Ltd. Class A Common Shares beneficially owned, representing 0.0% of the class as of August 12, 2026.

How many ETOR shares does director Santo Politi hold according to this filing?

Santo Politi reports direct beneficial ownership of 2,107 Class A Common Shares of eToro Group Ltd., with sole voting and dispositive power over those shares. This is stated as representing 0.0% of the class based on 66,806,610 shares outstanding on April 15, 2026.

What distributions of ETOR shares did Spark Capital funds make on August 12, 2026?

On August 12, 2026, Spark Capital II, L.P. made a pro rata distribution of 3,559,007 Class A shares, and Spark Capital Founders' Fund II, L.P. made a pro rata distribution of 23,280 Class A shares, both to their general partner and limited partners without additional consideration.

How many ETOR shares did Spark Capital Partners, LLC sell and at what price?

Spark Capital Partners, LLC became holder of record of 5,783 Class A shares of eToro Group Ltd. on August 12, 2026, and sold all 5,783 shares the same day at a weighted average price of $28.01, for aggregate proceeds of $162,000.

What share count did ETOR report as outstanding for its Class A stock?

eToro Group Ltd. is referenced as having 66,806,610 Class A Common Shares outstanding as of April 15, 2026, as reported in Exhibit 99.1 to a Form 6-K filed on April 21, 2026. This figure is used to calculate the 0.0% ownership percentages.

What is the significance of the August 12, 2026 date in this ETOR Schedule 13D/A?

August 12, 2026 is the date on which the pro rata distributions of ETOR shares by the Spark Capital funds occurred, when Spark Capital Partners, LLC sold 5,783 shares, and the date as of which the updated beneficial ownership information in this amendment is reported.

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Available on EDGAR 09/04/2026 - 05:30 PM Accepted by SEC EDGAR 09/04/2026 - 05:29 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

08/12/2026

(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 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)

PN

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 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)

PN

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 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

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 0.00
9	Sole Dispositive Power 2,107.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,107.00

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)

IN

Comment for Type of Reporting Person:

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. 4 (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, by the Amendment No. 2 filed by the Reporting Persons with the SEC on February 26, 2026 and by the Amendment No. 3 filed by the Reporting Persons with the SEC on May 15, 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 to the Original Schedule 13D and incorporated herein by reference. 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. 4. The information reported on such cover pages is reported as of August 12, 2026.
(b)	See Items 7-11 of the cover pages of this Amendment No. 4. The information reported on such cover pages is reported as of August 12, 2026.
(c)	On August 12, 2026, SC II effected a pro rata distribution without additional consideration of 3,559,007 shares of Class A Common Shares to SMP II GP and its limited partners. On August 12, 2026, SCFF II effected a pro rata distribution without additional consideration of 23,280 shares of Class A Common Shares to SMP II GP and its limited partners. On August 12, 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 August 12, 2026, as a result of the pro rata distribution described in the immediately preceding sentence, SCP became the holder of record of 5,783 shares of Class A Common Shares. On August 12, 2026, SCP sold 5,783 shares of Class A Common Shares at a weighted average price of $28.01 for aggregate proceeds of $162,000.
(d)	The information set forth in Item 5(d) of the Original 13D is incorporated herein by reference.
(e)	August 12, 2026
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:	09/04/2026

Spark Capital Founders' Fund II, L.P.

Signature:	/s/ Alexa Lyons
Name/Title:	Alexa Lyons, Authorized Signatory
Date:	09/04/2026

Spark Management Partners II, LLC

Signature:	/s/ Alexa Lyons
Name/Title:	Alexa Lyons, Authorized Signatory
Date:	09/04/2026

Spark Capital Partners, LLC

Signature:	/s/ Alexa Lyons
Name/Title:	Alexa Lyons, Authorized Signatory
Date:	09/04/2026

Santo Politi

Signature:	/s/ Alexa Lyons
Name/Title:	Attorney-in-Fact for Santo Politi
Date:	09/04/2026

Comments accompanying signature:

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