Harel reports 5.1% NICE Ltd. (NICE) stake in new ownership filing

Rhea-AI Filing Summary

Harel Insurance Investments & Financial Services Ltd. has reported beneficial ownership of 3,160,790 NICE Ltd. Ordinary Shares, representing 5.1% of the class. This percentage is based on 61,743,476 Ordinary Shares outstanding as of August 18, 2025.

Most of these shares are held for members of the public through funds, insurance policies, and exchange-traded funds managed by Harel subsidiaries, with additional shares in third-party client accounts. Harel reports no sole voting or dispositive power over the shares and certifies that the holdings are not intended to change or influence control of NICE Ltd.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

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)

01/29/2026

(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)

SCHEDULE 13G

CUSIP No. 653656108

1

Names of Reporting Persons

Harel Insurance Investments & Financial Services 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 3,095,994.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,160,790.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,160,790.00

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)

5.1 %

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 61,743,476 Ordinary Shares issued and outstanding as of August 18, 2025 (as reported by the Issuer in Exhibit 99.1 to its Report on Form 6-K filed with the Securities and Exchange Commission on August 21, 2025).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NICE Ltd.
(b)	Address of issuer's principal executive offices: 13 Zarchin Street, P.O.B. 690, Ra'anana, Israel, 43107
Item 2.
(a)	Name of person filing: Harel Insurance Investments & Financial Services Ltd.
(b)	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 3,160,790 Ordinary Shares reported in this Statement as beneficially owned by the Reporting Person, (i) 3,095,994 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 and (ii) 64,796 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. Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of any of the 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.

Harel Insurance Investments & Financial Services Ltd

Signature:	/s/ Alon Kaufman
Name/Title:	Alon Kaufman/Vice President
Date:	02/03/2026

FAQ

What ownership stake in NICE (NICE) does Harel Insurance report?

Harel Insurance reports beneficial ownership of 3,160,790 NICE Ltd. Ordinary Shares, representing 5.1% of the class. This percentage is calculated using 61,743,476 Ordinary Shares outstanding as of August 18, 2025, as disclosed by NICE Ltd.

How are Harel Insurance’s NICE (NICE) shares held and managed?

Most of the 3,160,790 shares are held for public investors through provident, mutual, pension funds, insurance policies, and ETFs managed by Harel subsidiaries. An additional 64,796 shares are in third-party client accounts managed by a Harel subsidiary acting as portfolio manager.

Does Harel Insurance have voting control over its NICE (NICE) shares?

Harel Insurance reports no sole voting power and shared voting power over 3,095,994 shares. It also reports no sole dispositive power and shared dispositive power over 3,160,790 shares, reflecting that control is exercised through its various managed entities.

Is Harel Insurance’s NICE (NICE) stake intended to influence company control?

No. Harel Insurance certifies the securities were not acquired and are not held for the purpose of changing or influencing control of NICE Ltd. The filing states the holdings are not part of any transaction with that purpose or effect.

Why does Harel Insurance disclaim beneficial ownership of NICE (NICE) shares?

The filing explains that subsidiaries managing funds and client accounts operate under independent management and make independent investment and voting decisions. Because of this structure, Harel states the report should not be construed as an admission of beneficial ownership of the reported shares.

What event date triggered Harel Insurance’s Schedule 13G for NICE (NICE)?

The reported date of the event requiring the Schedule 13G filing is January 29, 2026. The ownership details and percentages reflect Harel Insurance’s position in NICE Ltd. securities as of that event date and the outstanding share count reference date.