NICE LTD. Schedule 13G/A amendment: Harel Insurance Investments & Financial Services Ltd. reports beneficial ownership of 3,795,591 Ordinary Shares represented by American Depositary Shares, equal to 6.5% of the class based on April 19, 2026 share counts. The filing states 3,715,496 shares are held for public clients across managed funds, 78,897 shares are in third‑party client accounts (no voting power), and 1,198 shares are held for the filer’s own account.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed; voting and dispositive powers are primarily shared.
The statement reports 3,795,591 Ordinary Shares (reported as 6.5% of the class) held by Harel Insurance as of April 19, 2026. Most shares (3,715,496) are held for public clients via managed funds, with a small proprietary position (1,198).
Voting authority is described as shared for many holdings and the filing emphasizes independent subsidiary managers; the practical influence depends on how those managers exercise shared voting power in future matters.
Shares beneficially owned3,795,591 sharesAmount reported by Harel Insurance in the Schedule 13G/A
Shared voting power3,716,694 sharesReported shared power to vote on the cover page
Shared dispositive power3,795,591 sharesReported shared power to dispose as listed on the cover page
Percent of class6.5%Based on 58,442,987 shares outstanding as of April 19, 2026
Shares outstanding (issuer)58,442,987 sharesIssuer‑reported outstanding shares as of April 19, 2026
Public client holdings3,715,496 sharesHeld for public clients via managed funds per Item 4
Third‑party client accounts78,897 sharesHeld in client accounts managed by a subsidiary (no voting power)
Proprietary holdings1,198 sharesShares beneficially held for Harel Insurance’s own account
Key Terms
American Depositary Shares, beneficially owned, shared dispositive power, Schedule 13G/A
4 terms
American Depositary Sharesmarket
"American Depositary Shares, each representing one Ordinary Share"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
beneficially ownedregulatory
"Amount beneficially owned: Of the 3,795,591 Ordinary Shares reported"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared power to dispose or to direct the disposition of: See Row (8)"
Schedule 13G/Aregulatory
"Amendment No. 1 ) NICE LTD. ... 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)
NICE LTD.
(Name of Issuer)
American Depositary Shares, each representing one Ordinary Share, par value NIS 1.00 per share
(Title of Class of Securities)
653656108
(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:
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
3,716,694.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,795,591.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,795,591.00
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)
6.5 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: * With regard to the date of event that requires filing, see the explanatory note in Item 4.
With regard to Rows (6), (8) and (9), please see Item 4.
Row (11) is based on 58,442,987 Ordinary Shares issued and outstanding as of April 19, 2026 (as reported by the Issuer in Exhibit 99.1 to its Report on Form 6-K filed with the Securities and Exchange Commission on April 24, 2026).
Address or principal business office or, if none, residence:
3 Aba Hillel Street, Ramat Gan 52118, Israel
(c)
Citizenship:
Israel
(d)
Title of class of securities:
American Depositary Shares, each representing one Ordinary Share, par value NIS 1.00 per share
(e)
CUSIP No.:
653656108
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:
Of the 3,795,591 Ordinary Shares reported in this Statement as beneficially owned by the Reporting Person, (i) 3,715,496 Ordinary Shares are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of the Reporting Person, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, (ii) 78,897 Ordinary Shares are held by third-party client accounts managed by a subsidiary of the Reporting Person as portfolio managers, which subsidiary operates under independent management and makes independent investment decisions and has no voting power in the securities held in such client accounts, and (iii) 1,198 Ordinary Shares are beneficially held for its own account. Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of more than 1,198 Ordinary Shares covered by this Statement.
(b)
Percent of class:
See Row (11) of the cover page of the Reporting Person above.
(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 Row (6) of the cover page of the Reporting Person above and note in Item 4 above.
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
See Row (8) of the cover page of the Reporting Person above and note in Item 4 above
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:
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.
What stake does Harel Insurance report in NICE (NICE)?
Harel Insurance reports beneficial ownership of 3,795,591 Ordinary Shares, representing 6.5% of NICE's class based on the issuer's share count as of April 19, 2026. This includes managed client holdings and a small proprietary position.
How is Harel's reported 3,795,591 shares allocated across accounts?
The filing breaks the position into 3,715,496 shares held for public clients via managed funds, 78,897 in third‑party client accounts (no voting power), and 1,198 held for Harel’s own account, per the Schedule 13G/A.
Does Harel Insurance have sole voting or dispositive power over these shares?
The filing shows 0 shares with sole voting power and 0 with sole dispositive power. It reports shared voting power of 3,716,694 and shared dispositive power of 3,795,591, per the cover page.
What outstanding share count is the 6.5% figure based on?
The percentage is based on 58,442,987 Ordinary Shares issued and outstanding as of April 19, 2026, as cited in the filing’s cover note referencing the issuer’s Exhibit 99.1 to its Report on Form 6‑K.
