eToro Group Ltd. Schedule 13G discloses that four related reporting persons collectively beneficially own 6,079,811 Class A common shares, representing 12.03% of the Class A common shares based on 50,510,868 shares outstanding. The reported holdings reflect a mix of Class A shares held directly and Class A shares issuable upon conversion of Class B shares, with detailed allocations by holder provided in the filing. The reporting persons state no sole voting or dispositive power and instead report shared voting and dispositive power over the 6,079,811 shares. The filing is a joint statement by BRM Group, A B Y Finance (eToro) 21 LP, Eli Barkat Ltd. and Yuval Rakavi Ltd., and identifies the BRM Group executives who exercise investment and voting power for these holdings.
Positive
Transparent disclosure of a combined 6,079,811 share position and the 12.03% ownership percentage
Detailed breakdown of direct shares and shares issuable upon conversion provides clarity on potential voting supply
Negative
Concentrated shared voting and dispositive power exercised by BRM Group executives may centralize influence among affiliated insiders
No sole voting power reported, indicating decisions are coordinated across entities rather than held by an independent steward
Insights
TL;DR: A disclosed >12% stake is material in ownership terms but shows shared control, not sole control or an activist intent.
The Schedule 13G reports a combined beneficial ownership of 6,079,811 Class A shares, or 12.03% of the outstanding Class A base used in the filing calculations. The position is structured through direct Class A shares and Class A shares issuable on conversion of Class B shares, which can affect potential voting dilution or consolidation depending on conversions. The filing indicates shared voting and dispositive power rather than sole control, and identifies the BRM Group executives as exercising that power. For investors, this is a clear ownership disclosure that documents substantial insider-aligned equity but does not, on its face, indicate a change in control strategy or activism.
TL;DR: The filing shows concentrated influence among related parties with shared voting arrangements that merit governance monitoring.
The joint filing by four related reporting persons and the explicit statement that investment and voting power are exercised by BRM Group executives highlights a concentrated governance influence. The absence of sole voting power combined with shared dispositive power suggests coordinated decision-making across affiliated entities rather than independent holders. This structure is important for proxy voting dynamics and board engagement, as aggregated holdings exceed the 5% reporting threshold and represent a meaningful block of the company’s public float.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
eToro Group Ltd.
(Name of Issuer)
Class A common shares, no par value per share
(Title of Class of Securities)
G32089107
(CUSIP Number)
05/15/2025
(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)
SCHEDULE 13G
CUSIP No.
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
6,079,811.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,079,811.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,079,811.00
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)
12.0 %
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) 1,966,083 Class A common shares held directly by BRM Group, (ii) 2,466,276 Class A common shares issuable upon conversion of Class B common shares held directly by BRM Group, (iii) 76,526 Class A common shares held directly by A B Y Finance, (iv) 76,526 Class A common shares issuable upon conversion of Class B common shares held directly by A B Y Finance, (v) 199, 112 Class A common shares held directly by Eli Barkat, (vi) 199,112 Class A common shares issuable upon conversion of Class B common shares held directly by Eli Barkat, (vii) 548,088 Class A common shares held directly by Yuval Rakavi, and (viii) 548,088 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 50,510,868 shares outstanding, comprised of (i) 47,220,866 Class A common shares outstanding as of May 14, 2025, as reported by the Issuer in its prospectus filed with the Securities and Exchange Commission (the "Commission") on May 15, 2025 (the "Prospectus"), plus (ii) an aggregate of 3,290,002 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, A B Y Finance, Eli Barkat and Yuval Rakavi.
SCHEDULE 13G
CUSIP No.
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
6,079,811.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,079,811.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,079,811.00
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)
12.0 %
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) 1,966,083 Class A common shares held directly by BRM Group, (ii) 2,466,276 Class A common shares issuable upon conversion of Class B common shares held directly by BRM Group, (iii) 76,526 Class A common shares held directly by A B Y Finance, (iv) 76,526 Class A common shares issuable upon conversion of Class B common shares held directly by A B Y Finance, (v) 199, 112 Class A common shares held directly by Eli Barkat, (vi) 199,112 Class A common shares issuable upon conversion of Class B common shares held directly by Eli Barkat, (vii) 548,088 Class A common shares held directly by Yuval Rakavi, and (viii) 548,088 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 50,510,868 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 3,290,002 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, A B Y Finance, Eli Barkat and Yuval Rakavi.
SCHEDULE 13G
CUSIP No.
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
6,079,811.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,079,811.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,079,811.00
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)
12.0 %
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) 1,966,083 Class A common shares held directly by BRM Group, (ii) 2,466,276 Class A common shares issuable upon conversion of Class B common shares held directly by BRM Group, (iii) 76,526 Class A common shares held directly by A B Y Finance, (iv) 76,526 Class A common shares issuable upon conversion of Class B common shares held directly by A B Y Finance, (v) 199, 112 Class A common shares held directly by Eli Barkat, (vi) 199,112 Class A common shares issuable upon conversion of Class B common shares held directly by Eli Barkat, (vii) 548,088 Class A common shares held directly by Yuval Rakavi, and (viii) 548,088 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 50,510,868 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 3,290,002 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, A B Y Finance, Eli Barkat and Yuval Rakavi.
SCHEDULE 13G
CUSIP No.
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
6,079,811.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,079,811.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,079,811.00
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)
12.0 %
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) 1,966,083 Class A common shares held directly by BRM Group, (ii) 2,466,276 Class A common shares issuable upon conversion of Class B common shares held directly by BRM Group, (iii) 76,526 Class A common shares held directly by A B Y Finance, (iv) 76,526 Class A common shares issuable upon conversion of Class B common shares held directly by A B Y Finance, (v) 199, 112 Class A common shares held directly by Eli Barkat, (vi) 199,112 Class A common shares issuable upon conversion of Class B common shares held directly by Eli Barkat, (vii) 548,088 Class A common shares held directly by Yuval Rakavi, and (viii) 548,088 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 50,510,868 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 3,290,002 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, A B Y Finance, 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 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:
6,079,811
(b)
Percent of class:
12.03%
(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 50,510,868 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 3,290,002 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, A B Y Finance, 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 50,510,868 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 3,290,002 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, A B Y Finance, Eli Barkat and Yuval Rakavi.
Item 5.
Ownership of 5 Percent or Less of a Class.
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:
08/25/2025
A B Y Finance (eToro) 21 LP
Signature:
/s/ Arie Nachmias
Name/Title:
Chief Financial Officer
Date:
08/25/2025
Eli Barkat LTD
Signature:
/s/ Arie Nachmias
Name/Title:
Chief Financial Officer
Date:
08/25/2025
Yuval Rakavi LTD
Signature:
/s/ Arie Nachmias
Name/Title:
Chief Financial Officer
Date:
08/25/2025
Exhibit Information
Exhibit 99.1 Joint Filing Agreement, dated as of August 25, 2025
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