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Nayax director Eran Havshush to step down Sept. 1

Nayax Ltd. announces the resignation of non-executive director Eran Havshush so he can continue as a service provider under a revised Remuneration Policy.

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Nayax Ltd. (NYAX) reports that Eran Havshush resigned from its Board of Directors, effective September 1, 2026. He had served as a director since July 2024. The change is linked to a revised Remuneration Policy approved at a shareholders’ meeting in May 2026, which prohibits non-executive directors from providing services to the company beyond their board role once effective.

The policy became effective September 1, 2026. Because Mr. Havshush provides services to Nayax under an existing services agreement, he and the company decided it was in the company’s best interests that he continue as a service provider and step down from the Board. The company states that his resignation did not result from any disagreement with its policies or practices.

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Resignation effective date September 1, 2026 Effective date of Eran Havshush’s resignation as director
Start of board service July 2024 Month and year when Eran Havshush joined the Board of Directors
Shareholders’ meeting date May 2026 General meeting at which the revised Remuneration Policy was adopted
Policy effective date September 1, 2026 Date on which the Remuneration Policy provision restricting non-executive directors’ services became effective
Form type Form 6-K Report of foreign private issuer filed under the Securities Exchange Act of 1934
Form 6-K regulatory
"This Form 6-K is hereby incorporated by reference into all effective"
A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.
foreign private issuer regulatory
"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT RULE 13a-16"
A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.
Remuneration Policy financial
"adoption of a revised Remuneration Policy at a general meeting"
A remuneration policy is a company’s written guide on how it pays executives and senior managers, covering salary, bonuses, stock awards and other benefits. It matters to investors because it shows how pay is linked to long-term performance and risk—like a recipe that determines whether incentives encourage sustainable growth or reward short-term gains—affecting governance, shareholder returns and potential conflicts of interest.
registration statements regulatory
"incorporated by reference into all effective registration statements"
Registration statements are detailed documents companies file with securities regulators when they plan to offer shares or other securities to the public. They act like a recipe and instruction manual, listing a company’s business, finances, management, risks and how the offering will work, so investors can judge value and potential downsides. For investors, these filings provide the official, legally required facts needed to make informed decisions and spot warning signs.
Shelf Prospectus regulatory
"the Company’s Shelf Prospectus filed with the ISA"
A shelf prospectus is a regulatory filing that pre-approves a company’s plan to sell shares or bonds over time without needing a new registration each time. Think of it as a menu the company files with regulators that lets it quickly “take items off the shelf” and raise money when market conditions are favorable. Investors care because it signals the company can issue new securities on short notice, which can affect ownership dilution and share price.

FAQ

Why did Nayax Ltd. (NYAX) director Eran Havshush resign in September 2026?

Eran Havshush resigned as a director effective September 1, 2026 due to a revised Remuneration Policy that prohibits non-executive directors from providing additional services. He and Nayax decided it was in the company’s best interests for him to continue only as a service provider.

When was the revised Remuneration Policy of Nayax (NYAX) approved and when did it take effect?

The revised Remuneration Policy was approved at a general meeting of shareholders in May 2026 and the relevant provision, which restricts non-executive directors from providing other services, became effective on September 1, 2026.

Did Eran Havshush’s resignation from Nayax (NYAX) involve any disagreement with the company?

No. Nayax states that Mr. Havshush’s resignation was not a result of any disagreement with the company’s policies or practices, but followed the implementation of the revised Remuneration Policy.

How long did Eran Havshush serve on Nayax’s (NYAX) Board of Directors?

Eran Havshush served as a member of Nayax’s Board of Directors from July 2024 until his resignation became effective on September 1, 2026.

Does Nayax (NYAX) plan to continue working with Eran Havshush after his resignation as director?

Yes. Nayax indicates that Mr. Havshush will continue his engagement as a service provider to the company under a services agreement, while no longer serving as a director due to the Remuneration Policy constraints.

How is this Nayax (NYAX) Form 6-K used in relation to the company’s registration statements?

This Form 6-K is incorporated by reference into all effective registration statements Nayax has filed with the U.S. SEC and Israel Securities Authority, including its Form S-8 filings, Form F-3 registration statement, and Shelf Prospectus.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2026

 

Commission file number: 001-41491

 

NAYAX LTD.

(Translation of registrant’s name into English)

 

 Arik Einstein Street, Bldg. B, 1st Floor

Herzliya 4659071, Israel

(Address of principal executive offices)

_____________________

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F Form 40-F ☐

 

 

EXPLANATORY NOTE

 

On September 6, 2026, Eran Havshush notified the Board of Directors (the “Board”) of Nayax Ltd. (the “Company”) of his resignation as a director, effective September 1, 2026.

 

Mr. Havshush has served as a member of the Board since July 2024. His resignation follows the adoption of a revised Remuneration Policy at a general meeting of shareholders in May 2026 that, among other things, prohibits non-executive directors from providing the Company with services other than their service as directors. This provision became effective September 1, 2026.

 

Mr. Havshush, who provides certain services to the Company pursuant to a services agreement, decided, together with the Company, that it is in the Company’s best interests to continue his engagement as a service provider and resign as a director. Mr. Havshush’s resignation was not a result of any disagreement with the Company’s policies or practices.

 

This Form 6-K is hereby incorporated by reference into all effective registration statements filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) or with the Israel Securities Authority (the “ISA”), including, without limitation, the Company’s Registration Statements on Form S-8 filed with the SEC (File Nos. 333-296388 and 333-267542), the Company’s Registration Statement on Form F-3 filed with the SEC (File No. 333-274812), and the Company’s Shelf Prospectus filed with the ISA.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

NAYAX LTD.

 
       
  By: /s/ Gal Omer  
  Name: Gal Omer  
    Title: Chief Legal Officer  

 

Date: September 8, 2026

 

 

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