eToro Group Ltd. Schedule 13G/A: Reporting persons BRM Group Ltd., A B Y Finance (eToro) 21 LP, Eli Barkat Ltd. and Yuval Rakavi Ltd. jointly report beneficial ownership of 5,782,212 Class A common shares, representing 8.26% of the class. The percent is calculated on 70,044,443 shares outstanding, comprised of 66,806,751 Class A shares as of February 20, 2026 plus 3,237,692 Class A shares issuable upon conversion of Class B shares. The filing discloses a detailed breakdown of direct holdings and shares issuable on conversion and states shared voting and dispositive power exercised by BRM Group executives.
Positive
None.
Negative
None.
Insights
Joint reporting signals a coordinated block with shared voting power.
The filing lists 5,782,212 shares and shared voting and dispositive power among BRM Group, A B Y Finance, Eli Barkat and Yuval Rakavi. The breakdown names direct Class A holdings and Class A shares issuable upon conversion of Class B shares, clarifying the composition of the position.
Key governance implications include that multiple related entities may act in concert and that voting power is shared through executives; subsequent filings would show if this position changes, but timing is not specified here.
8.26% stake is a visible minority position but below control thresholds.
The stake size of 5,782,212 shares equals 8.26% of 70,044,443 shares outstanding counting Class B conversions. The filing specifies portions issuable upon conversion (3,237,692 shares), which affect reported percentage when included.
From a market-impact view, this is a meaningful disclosed holding but not an immediate control block; trading or disposition details are not included in this statement.
Key Figures
Reported beneficial ownership:5,782,212 sharesPercent of class:8.26%Shares outstanding used:70,044,443 shares+2 more
5 metrics
Reported beneficial ownership5,782,212 sharesAmount beneficially owned by Reporting Persons
Percent of class8.26%Percentage of Class A based on combined outstanding count
Shares outstanding used70,044,443 sharesBasis: 66,806,751 Class A as of <date>February 20, 2026</date> plus 3,237,692 issuable on conversion
Class A outstanding per report66,806,751 sharesClass A common shares outstanding as of <date>February 20, 2026</date>
Shares issuable on conversion3,237,692 sharesAggregate Class A issuable upon conversion of Class B held by Reporting Persons
Key Terms
shared dispositive power, Class B conversion, Schedule 13G/A
3 terms
shared dispositive powerregulatory
"shared dispositive power 5,782,212.00"
Class B conversionfinancial
"Class A common shares issuable upon conversion of Class B common shares"
Schedule 13G/Aregulatory
"SCHEDULE 13G/A"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
eToro Group Ltd.
(Name of Issuer)
Class A common shares, no par value per share
(Title of Class of Securities)
G32089107
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G32089107
1
Names of Reporting Persons
BRM Group Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,782,212.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,782,212.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,782,212.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.26 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: All shares are held of record by BRM Group (as defined in Item 2(a) below), A B Y Finance (as defined in Item 2(a) below), Eli Barkat (as defined in Item 2(a) below) and Yuval Rakavi (as defined in Item 2(a) below), which consists of (i) 1,719,908 Class A common shares held directly by BRM Group, (ii) 2,484,852 Class A common shares issuable upon conversion of Class B common shares held directly by BRM Group, (iii) 153,052 Class A common shares held directly by A B Y Finance, (iv) 147,600 Class A common shares held directly by Eli Barkat, (v) 200,624 Class A common shares issuable upon conversion of Class B common shares held directly by Eli Barkat, (vi) 523,960 Class A common shares held directly by Yuval Rakavi, and (vii) 552,216 Class A common shares issuable upon conversion of Class B common shares held directly by Yuval Rakavi. Investment and voting power of the shares held by each of the foregoing entities is exercised by the executives of BRM Group, who are Arie Nachmias, Chief Financial Officer, and Eli Barkat, Active Chairman. Each of the foregoing entities may be deemed to share voting, investment and dispositive power with respect to these securities. Based on 70,044,443 shares outstanding, comprised of (i) 66,806,751 Class A common shares outstanding as of February 20, 2026, as reported by the Issuer in its annual report on Form 20-F filed with the Securities and Exchange Commission (the "Commission") on March 2, 2026 (the "Annual Report"), plus (ii) an aggregate of 3,237,692 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, Eli Barkat and Yuval Rakavi.
SCHEDULE 13G
CUSIP Number(s):
G32089107
1
Names of Reporting Persons
A B Y Finance (eToro) 21 LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,782,212.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,782,212.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,782,212.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.26 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: All shares are held of record by BRM Group (as defined in Item 2(a) below), A B Y Finance (as defined in Item 2(a) below), Eli Barkat (as defined in Item 2(a) below) and Yuval Rakavi (as defined in Item 2(a) below), which consists of (i) 1,719,908 Class A common shares held directly by BRM Group, (ii) 2,484,852 Class A common shares issuable upon conversion of Class B common shares held directly by BRM Group, (iii) 153,052 Class A common shares held directly by A B Y Finance, (iv) 147,600 Class A common shares held directly by Eli Barkat, (v) 200,624 Class A common shares issuable upon conversion of Class B common shares held directly by Eli Barkat, (vi) 523,960 Class A common shares held directly by Yuval Rakavi, and (vii) 552,216 Class A common shares issuable upon conversion of Class B common shares held directly by Yuval Rakavi. Investment and voting power of the shares held by each of the foregoing entities is exercised by the executives of BRM Group, who are Arie Nachmias, Chief Financial Officer, and Eli Barkat, Active Chairman. Each of the foregoing entities may be deemed to share voting, investment and dispositive power with respect to these securities. Based on 70,044,443 shares outstanding, comprised of (i) 66,806,751 Class A common shares outstanding as of February 20, 2026, as reported by the Issuer in its annual report on Form 20-F filed with the Securities and Exchange Commission (the "Commission") on March 2, 2026 (the "Annual Report"), plus (ii) an aggregate of 3,237,692 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, Eli Barkat and Yuval Rakavi.
SCHEDULE 13G
CUSIP Number(s):
G32089107
1
Names of Reporting Persons
Eli Barkat LTD
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,782,212.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,782,212.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,782,212.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.26 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: All shares are held of record by BRM Group (as defined in Item 2(a) below), A B Y Finance (as defined in Item 2(a) below), Eli Barkat (as defined in Item 2(a) below) and Yuval Rakavi (as defined in Item 2(a) below), which consists of (i) 1,719,908 Class A common shares held directly by BRM Group, (ii) 2,484,852 Class A common shares issuable upon conversion of Class B common shares held directly by BRM Group, (iii) 153,052 Class A common shares held directly by A B Y Finance, (iv) 147,600 Class A common shares held directly by Eli Barkat, (v) 200,624 Class A common shares issuable upon conversion of Class B common shares held directly by Eli Barkat, (vi) 523,960 Class A common shares held directly by Yuval Rakavi, and (vii) 552,216 Class A common shares issuable upon conversion of Class B common shares held directly by Yuval Rakavi. Investment and voting power of the shares held by each of the foregoing entities is exercised by the executives of BRM Group, who are Arie Nachmias, Chief Financial Officer, and Eli Barkat, Active Chairman. Each of the foregoing entities may be deemed to share voting, investment and dispositive power with respect to these securities. Based on 70,044,443 shares outstanding, comprised of (i) 66,806,751 Class A common shares outstanding as of February 20, 2026, as reported by the Issuer in its annual report on Form 20-F filed with the Securities and Exchange Commission (the "Commission") on March 2, 2026 (the "Annual Report"), plus (ii) an aggregate of 3,237,692 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, Eli Barkat and Yuval Rakavi.
SCHEDULE 13G
CUSIP Number(s):
G32089107
1
Names of Reporting Persons
Yuval Rakavi LTD
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,782,212.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,782,212.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,782,212.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.26 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: All shares are held of record by BRM Group (as defined in Item 2(a) below), A B Y Finance (as defined in Item 2(a) below), Eli Barkat (as defined in Item 2(a) below) and Yuval Rakavi (as defined in Item 2(a) below), which consists of (i) 1,719,908 Class A common shares held directly by BRM Group, (ii) 2,484,852 Class A common shares issuable upon conversion of Class B common shares held directly by BRM Group, (iii) 153,052 Class A common shares held directly by A B Y Finance, (iv) 147,600 Class A common shares held directly by Eli Barkat, (v) 200,624 Class A common shares issuable upon conversion of Class B common shares held directly by Eli Barkat, (vi) 523,960 Class A common shares held directly by Yuval Rakavi, and (vii) 552,216 Class A common shares issuable upon conversion of Class B common shares held directly by Yuval Rakavi. Investment and voting power of the shares held by each of the foregoing entities is exercised by the executives of BRM Group, who are Arie Nachmias, Chief Financial Officer, and Eli Barkat, Active Chairman. Each of the foregoing entities may be deemed to share voting, investment and dispositive power with respect to these securities. Based on 70,044,443 shares outstanding, comprised of (i) 66,806,751 Class A common shares outstanding as of February 20, 2026, as reported by the Issuer in its annual report on Form 20-F filed with the Securities and Exchange Commission (the "Commission") on March 2, 2026 (the "Annual Report"), plus (ii) an aggregate of 3,237,692 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, Eli Barkat and Yuval Rakavi.
BRM Group Ltd., a limited company formed under the laws of the State of Israel ("BRM Group"); A B Y Finance (eToro) 21 LP, a limited partnership formed under the laws of State of Israel ("A B Y Finance"); Eli Barkat Ltd., a limited company formed under the laws of the State of Israel ("Eli Barkat"); Yuval Rakavi Ltd., a limited company formed under the laws of the State of Israel ("Yuval Rakavi"); (each a "Reporting Person" and, collectively, "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 99.1. 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)
Address or principal business office or, if none, residence:
10 Nissim Aloni Street, Tel Aviv, Israel 6291924
(c)
Citizenship:
L3
(d)
Title of class of securities:
Class A common shares, no par value per share
(e)
CUSIP No.:
G32089107
Item 4.
Ownership
(a)
Amount beneficially owned:
5,782,212
(b)
Percent of class:
8.26%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
See cover page tables above. Percentage ownership based on 70,044,443 shares outstanding, comprised of (i) 66,806,751 Class A common shares outstanding as of February 20, 2026, as reported by the Issuer in the Annual Report, plus (ii) an aggregate of 3,237,692 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, Eli Barkat and Yuval Rakavi.
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
See cover page tables above. Percentage ownership based on 70,044,443 shares outstanding, comprised of (i) 66,806,751 Class A common shares outstanding as of February 20, 2026, as reported by the Issuer in the Annual Report, plus (ii) an aggregate of 3,237,692 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, Eli Barkat and Yuval Rakavi.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
BRM Group Ltd.
Signature:
/s/ Arie Nachmias
Name/Title:
Chief Financial Officer
Date:
04/15/2026
A B Y Finance (eToro) 21 LP
Signature:
/s/ Arie Nachmias
Name/Title:
Chief Financial Officer
Date:
04/15/2026
Eli Barkat LTD
Signature:
/s/ Arie Nachmias
Name/Title:
Chief Financial Officer
Date:
04/15/2026
Yuval Rakavi LTD
Signature:
/s/ Arie Nachmias
Name/Title:
Chief Financial Officer
Date:
04/15/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement, dated as of August 25, 2025 (incorporated by reference to Exhibit 99.1 filed with the Schedule 13G on August 25, 2025)
BRM Group and affiliated filers report beneficial ownership of 5,782,212 shares, representing 8.26% of the Class A common shares based on the filing's outstanding share count.
How is the 8.26% ownership calculated for ETOR?
The percentage is based on 70,044,443 shares outstanding, which equals 66,806,751 Class A shares as of February 20, 2026 plus 3,237,692 Class A shares issuable on conversion.
Which entities are listed as Reporting Persons on the ETOR filing?
The filing lists BRM Group Ltd., A B Y Finance (eToro) 21 LP, Eli Barkat Ltd., and Yuval Rakavi Ltd. as joint Reporting Persons under Rule 13d-1(k)(1).
Does the filing show sole voting or dispositive power for these shares?
No; the filing reports 0 sole voting power and shared voting and dispositive power of 5,782,212 shares among the Reporting Persons.
Are any shares issuable upon conversion included in the reported ownership?
Yes; the filing includes an aggregate of 3,237,692 Class A shares issuable upon conversion of Class B shares held by the Reporting Persons in the outstanding-share calculation.
