[144] Nayax Ltd. SEC Filing

Rhea-AI Filing Summary

Nayax Ltd. (Symbol: NYAX) filed a Form 144 indicating a proposed insider sale of ordinary shares. The filing covers 100,000 ordinary shares to be sold through Oppenheimer & Co. Inc. on or about 18 June 2025 on Nasdaq. At the stated aggregate market value of $4.49 million, the proposed transaction represents roughly 2.2 % of the 4,593,000 shares outstanding reported in the form.

The securities were originally acquired on 16 Jan 2005 as “founder shares” purchased from the issuer for cash. The filer’s name—shown in the recent-sales table as “Amir Nechmad / Nechmad Amir Alimelech”—suggests an individual with founding status, although the “Relationship to Issuer” field was left blank.

Recent selling activity:

• 23 Apr 2025: 1,773 shares sold for $73,290.38
• 24 Apr 2025: 1,800 shares sold for $74,145.35
• 05 May 2025: 91,791 shares sold for $3.87 million
• 02 Jun 2025: 140,602 shares sold for $6.50 million

Including the proposed 100,000-share sale, the insider either has sold or plans to sell ≈335,000 shares within a four-month window, generating (or expected to generate) total proceeds of roughly $15.4 million.

The filer certifies that no undisclosed material adverse information is known and affirms compliance with Rule 144 disclosure requirements.

Positive

• None.

Negative

• Significant insider sale: Proposed sale of 100,000 shares (~2.2 % of outstanding) valued at $4.49 M may create selling pressure.
• Continued liquidation: Insider has already sold 235,966 shares in the prior three months for $10.94 M, signalling ongoing divestment.

Insights

Securities Analyst

TL;DR – Founder-level insider aims to sell $4.5 M more stock after $10.9 M recent sales; signals potential overhang.

The Form 144 shows a plan to dispose of 100,000 NYAX ordinary shares (~2.2 % of stated 4.59 M outstanding) on 18 June 2025. Coupled with 235,966 shares already sold since April 2025, the individual could reduce holdings by ~335 k shares in a short span, monetising about $15.4 M. While Rule 144 filings do not guarantee execution, they often precede actual market sales and can create supply pressure. No offsets such as share repurchases or positive catalysts are disclosed in the form, so the net read-through is modestly negative for near-term share dynamics.

Corporate Governance Expert

TL;DR – Concentrated insider selling raises governance and alignment questions.

Large, rapid insider dispositions—especially by a founder—can worry investors about alignment of interests. Although the filer attests to possessing no undisclosed adverse information, the cumulative size (~335 k shares) is material relative to reported float. The absence of explanatory remarks or 10b5-1 plan details limits transparency. Governance best practice favors fuller context to reassure shareholders; its absence tilts sentiment negative.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Ordinary	Oppenheimer & Co. Inc. 85 Broad St. New York NY 10004	100000	4490000.00	4593000	06/18/2025	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Ordianry	01/16/2005	Founder shares	From the Issuer			500000	01/28/2005	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Amir Nechmad 3 ARIK EINSTEIN ST., BUILDING B, 1 ST FL HERZLIYA L3 4659071	Ordinary	04/23/2025	1773	73290.38
Nechmad Amir Alimelech 3 ARIK EINSTEIN ST., BUILDING B, 1 ST FL HERZLIYA L3 4659071	Ordinary	04/24/2025	1800	74145.35
Nechmad Amir Alimelech 3 ARIK EINSTEIN ST., BUILDING B, 1 ST FL HERZLIYA L3 4659071	Ordinary	05/05/2025	91791	3865910.62
Nechmad Amir Alimelech 3 ARIK EINSTEIN ST., BUILDING B, 1 ST FL HERZLIYA L3 4659071	Ordinary	06/02/2025	140602	6501153.64

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many NYAX shares are proposed for sale in the Form 144?

The filing covers 100,000 ordinary shares of Nayax Ltd.

What is the estimated market value of the proposed NYAX share sale?

The aggregate market value stated is $4.49 million.

When is the insider planning to sell the NYAX shares?

The approximate sale date listed is 18 June 2025.

How many NYAX shares were already sold by the insider in the past three months?

The form lists 235,966 shares sold between 23 April 2025 and 2 June 2025.

What percentage of shares outstanding does the proposed sale represent?

Based on 4,593,000 shares outstanding, the 100,000-share sale equals roughly 2.2 %.