eToro Group Ltd. is the subject of an amended Schedule 13G filing in which a group of affiliated entities led by China Vered Financial Holding Corporation Limited reports beneficial ownership of 4,421,953 Class A common shares. This position represents 5.3% of eToro’s share capital, based on 82,851,422 shares outstanding (68,647,904 Class A and 14,203,518 Class B) as of December 31, 2025. The shares are held of record by Mighty Commander Limited, a British Virgin Islands company that is an indirect wholly owned subsidiary within the China Vered group; the reporting entities may be deemed to share voting, investment and dispositive power, with 0 sole voting and 4,421,953 shared voting and dispositive power. The filing describes a prior conversion by CM SPC of 2,392,876 Class B shares into Class A on November 7, 2025, and a subsequent Share Purchase Agreement dated July 8, 2026, under which Mighty Commander acquired all 4,421,953 Class A shares from CM SPC for consideration. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest.
Positive
None.
Negative
None.
Key Figures
Beneficially owned shares:4,421,953 Class A common sharesPercent of class:5.3 %Total shares outstanding:82,851,422 shares+3 more
6 metrics
Beneficially owned shares4,421,953 Class A common sharesBeneficial ownership reported collectively by the China Vered group
Percent of class5.3 %Ownership percentage of eToro share capital based on outstanding shares
Total shares outstanding82,851,422 shares68,647,904 Class A and 14,203,518 Class B as of December 31, 2025
Class B converted2,392,876 Class B sharesConverted into 2,392,876 Class A shares by CM SPC on November 7, 2025
Record holder stake4,421,953 Class A common sharesShares held of record by Mighty Commander Limited
Share Purchase Agreement dateJuly 8, 2026Date of agreement under which Mighty Commander purchased the 4,421,953 Class A shares
"agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1)"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
beneficial ownershipfinancial
"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.
dispositive powerfinancial
"Shared Dispositive Power 4,421,953.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
segregated portfolio companyfinancial
"CM SPC ("SPC"), a segregated portfolio company incorporated under the laws of the Cayman Islands"
pecuniary interestfinancial
"except to the extent of such Reporting Person's pecuniary interest therein"
What stake in eToro Group Ltd. (ETOR) do the China Vered entities report?
The China Vered-affiliated reporting persons collectively report beneficial ownership of 4,421,953 Class A common shares of eToro Group Ltd., representing 5.3% of the company’s outstanding share capital, based on 82,851,422 total shares as of December 31, 2025.
How many eToro (ETOR) shares are outstanding for the 5.3% stake calculation?
The reported 5.3% ownership is calculated using 82,851,422 eToro shares outstanding, consisting of 68,647,904 Class A and 14,203,518 Class B shares as of December 31, 2025, as disclosed in eToro’s Form 20-F.
Which entity actually holds the eToro (ETOR) shares for the China Vered group?
All 4,421,953 Class A common shares of eToro are held of record by Mighty Commander Limited, a British Virgin Islands company that is an indirect wholly owned subsidiary within the China Vered group, with upstream ownership through CMSI, CMSC and CVFH.
What voting and dispositive power do the reporting persons have over eToro (ETOR) shares?
The reporting persons have 0 sole voting or dispositive power and 4,421,953 shared voting and shared dispositive power over eToro Class A shares. Each entity may be deemed to share voting, investment and dispositive power, subject to their stated beneficial ownership disclaimers.
How did Mighty Commander Limited acquire its eToro (ETOR) Class A shares?
On November 7, 2025, CM SPC converted 2,392,876 Class B into Class A shares, then held 4,421,953 Class A shares. Under a July 8, 2026 Share Purchase Agreement between Mighty Commander and CM SPC, Mighty Commander purchased all 4,421,953 Class A shares for valuable consideration.
Do the China Vered reporting persons fully acknowledge beneficial ownership of their eToro (ETOR) holdings?
Each reporting person expressly disclaims beneficial ownership of all securities reported except to the extent of its pecuniary interest, if any, other than securities reported as held directly by that specific reporting person.
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)
07/21/2026
(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
China Vered Financial Holding Corp 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
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,421,953.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,421,953.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,421,953.00
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)
5.3 %
12
Type of Reporting Person (See Instructions)
HC
Comment for Type of Reporting Person: All shares are held of record by MC (as defined in Item 2(a) below) and consists of 4,421,953 Class A common shares. MC is the wholly owned subsidiary of CMSI (as defined in Item 2(a) below); CMSI is the wholly owned subsidiary of CMSC (as defined in Item 2(a) below); and CMSC is the wholly owned subsidiary of CVFH (as defined in Item 2(a) below). Each of MC, CMSI, CMSC and CVFH may be deemed to share voting, investment and dispositive power with respect to these securities.
SCHEDULE 13G
CUSIP Number(s):
G32089107
1
Names of Reporting Persons
CM Strategic Capital Holding Limited
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
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,421,953.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,421,953.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,421,953.00
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)
5.3 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: All shares are held of record by MC and consists of 4,421,953 Class A common shares. MC is the wholly owned subsidiary of CMSI; CMSI is the wholly owned subsidiary of CMSC; and CMSC is the wholly owned subsidiary of CVFH. Each of MC, CMSI, CMSC and CVFH may be deemed to share voting, investment and dispositive power with respect to these securities.
SCHEDULE 13G
CUSIP Number(s):
G32089107
1
Names of Reporting Persons
CM Strategic Investment Management Holding Limited
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
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,421,953.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,421,953.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,421,953.00
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)
5.3 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: All shares are held of record by MC and consists of 4,421,953 Class A common shares. MC is the wholly owned subsidiary of CMSI; CMSI is the wholly owned subsidiary of CMSC; and CMSC is the wholly owned subsidiary of CVFH. Each of MC, CMSI, CMSC and CVFH may be deemed to share voting, investment and dispositive power with respect to these securities.
SCHEDULE 13G
CUSIP Number(s):
G32089107
1
Names of Reporting Persons
Mighty Commander Limited
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
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,421,953.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,421,953.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,421,953.00
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)
5.3 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: All shares are held of record by MC and consists of 4,421,953 Class A common shares. MC is the wholly owned subsidiary of CMSI; CMSI is the wholly owned subsidiary of CMSC; and CMSC is the wholly owned subsidiary of CVFH. Each of MC, CMSI, CMSC and CVFH may be deemed to share voting, investment and dispositive power with respect to these securities.
SCHEDULE 13G
CUSIP Number(s):
G32089107
1
Names of Reporting Persons
China Vered Financial Investment Management Limited
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
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.00 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: On November 7, 2025, SPC (as defined in Item 2(a)) converted the entirety of its 2,392,876 Class B common shares, no par value, into 2,392,876 Class A common shares. Upon conversion of such Class B common shares, SPC held an aggregate of 4,421,953 Class A common shares on the date thereof.
Pursuant to a Share Purchase Agreement, dated July 8, 2026, entered between MC and SPC, MC had purchased the entirety of the 4,421,953 Class A common shares held by SPC for valuable consideration. SPC is the wholly owned subsidiary of CVCC (as defined in Item 2(a) below); CVCC is the wholly owned subsidiary of CVFI (as defined in Item 2(a) below); and CVFI is the wholly owned subsidiary of CVFH.
SCHEDULE 13G
CUSIP Number(s):
G32089107
1
Names of Reporting Persons
China Vered Capital (Cayman) Limited
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.00 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: On November 7, 2025, SPC converted the entirety of its 2,392,876 Class B common shares, no par value, into 2,392,876 Class A common shares. Upon conversion of such Class B common shares, SPC held an aggregate of 4,421,953 Class A common shares on the date thereof.
Pursuant to a Share Purchase Agreement, dated July 8, 2026, entered between MC and SPC, MC had purchased the entirety of the 4,421,953 Class A common shares held by SPC for valuable consideration. SPC is the wholly owned subsidiary of CVCC; CVCC is the wholly owned subsidiary of CVFI; and CVFI is the wholly owned subsidiary of CVFH.
SCHEDULE 13G
CUSIP Number(s):
G32089107
1
Names of Reporting Persons
CM SPC acting on behalf of CM Equities SP
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.00 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: On November 7, 2025, SPC converted the entirety of its 2,392,876 Class B common shares, no par value, into 2,392,876 Class A common shares. Upon conversion of such Class B common shares, SPC held an aggregate of 4,421,953 Class A common shares on the date thereof.
Pursuant to a Share Purchase Agreement, dated July 8, 2026, entered between MC and SPC, MC had purchased the entirety of the 4,421,953 Class A common shares held by SPC for valuable consideration. SPC is the wholly owned subsidiary of CVCC; CVCC is the wholly owned subsidiary of CVFI; and CVFI is the wholly owned subsidiary of CVFH.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
eToro Group Ltd.
(b)
Address of issuer's principal executive offices:
30 Sheshet Hayamim St., Bnei Brak, Israel 5120261
Item 2.
(a)
Name of person filing:
China Vered Financial Holding Corporation Limited ("CVFH"), a company incorporated under the laws of Hong Kong. The shares of CVFH are listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 245);
CM Strategic Capital Holding Limited ("CMSC"), a company incorporated under the laws of Hong Kong;
CM Strategic Investment Management Holding Limited ("CMSI"), a company incorporated under the laws of Hong Kong;
Mighty Commander Limited ("MC"), a company incorporated under the laws of the British Virgin Islands;
China Vered Financial Investment Management Limited ("CVFI"), a company incorporated under the laws of Hong Kong;
China Vered Capital (Cayman) Limited ("CVCC"), a company incorporated under the laws of the Cayman Islands; and
CM SPC ("SPC"), a segregated portfolio company incorporated under the laws of the Cayman Islands, acting on behalf of CM Equities SP, a segregated portfolio of the SPC.
(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:
The principal business address of each of the Reporting Persons named in Item 2(a) is Suites 2803-04, 28/F, South Island Place, 8 Wong Chuk Hang Road, Hong Kong.
(c)
Citizenship:
For each of CVFH, CMSC, CMSI and CVFI, Hong Kong. For each of CVCC and SPC, the Cayman Islands. For MC, the British Virgin Islands.
(d)
Title of class of securities:
Class A common shares, no par value per share
(e)
CUSIP No.:
G32089107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See cover page tables above. 4,421,953 Class A common shares.
(b)
Percent of class:
5.3 %
(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 82,851,422 shares outstanding, comprised of (i) 68,647,904 Class A common shares and (ii) 14,203,518 Class B common shares outstanding as of December 31, 2025, as reported by the Issuer in the Annual Report on Form 20-F for the year ended December 31, 2025 filed on March 2, 2026.
(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.
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:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
China Vered Financial Holding Corp Ltd
Signature:
/s/ Xie Fang
Name/Title:
Xie Fang, Director
Date:
08/04/2026
CM Strategic Capital Holding Limited
Signature:
/s/ Lau Hoi Leung
Name/Title:
Lau Hoi Leung, Director
Date:
08/04/2026
CM Strategic Investment Management Holding Limited
Signature:
/s/ Lau Hoi Leung
Name/Title:
Lau Hoi Leung, Director
Date:
08/04/2026
Mighty Commander Limited
Signature:
/s/ Huang Yinying
Name/Title:
Huang Yinying, Director
Date:
08/04/2026
China Vered Financial Investment Management Limited
