Nayax Ltd. (NYAX) clears 2026 AGM proposals, withdraws one item

Rhea-AI Filing Summary

Nayax Ltd. reports the results of its Annual General Meeting of Shareholders held on May 19, 2026. All proposals presented to shareholders were approved by the required majority under Israeli Companies Law and the company’s articles, except Proposal 11, which the company withdrew before the meeting.

The company notes that the proxy statement and supplemental proxy statement previously furnished on Forms 6-K are incorporated by reference. This report is also incorporated by reference into Nayax’s effective registration statements, including its Form S-8, Form F-3, and its Shelf Prospectus filed with the Israel Securities Authority.

Key Terms

Annual General Meeting of Shareholders, proxy statement, supplemental proxy statement, Israeli Companies Law, 5759-1999, +1 more

5 terms

Annual General Meeting of Shareholders financial

"On May 19, 2026, Nayax Ltd. (the “Company”) held an Annual General Meeting of Shareholders"

proxy statement regulatory

"The proxy statement for the Meeting was furnished by the Company to the Securities and Exchange Commission"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

supplemental proxy statement regulatory

"which was revised with a supplemental proxy statement furnished by the Company to the SEC"

A supplemental proxy statement is an added document sent to shareholders that updates or corrects information in an earlier proxy statement about matters they will vote on, such as board elections, mergers, or executive pay. Think of it as an addendum to a meeting agenda that can introduce new facts or change recommendations. It matters to investors because it can alter what they should vote for and affect the value or direction of their investment.

Israeli Companies Law, 5759-1999 regulatory

"approved by the applicable required majority in accordance with the Israeli Companies Law, 5759-1999"

Shelf Prospectus financial

"and 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.

Form 6-K: How Foreign Companies Report to the SEC →

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 May, 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 May 19, 2026, Nayax Ltd. (the “Company”) held an Annual General Meeting of Shareholders (the “Meeting”). The proxy statement for the Meeting was furnished by the Company to the Securities and Exchange Commission (the “SEC”) as an exhibit to its Current Report on Form 6-K dated March 19, 2026, which was revised with a supplemental proxy statement furnished by the Company to the SEC as an exhibit to its Current Report on Form 6-K dated May 11, 2026, each of which is incorporated herein by reference.

Each of the proposals brought before the shareholders at the Meeting has been approved by the applicable required majority in accordance with the Israeli Companies Law, 5759-1999, and the Company’s amended and restated articles of association, other than Proposal 11, which was withdrawn by the Company prior to the Meeting.

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 Statement on Form S-8 filed with the SEC (File No. 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: May 19, 2026

FAQ

What did Nayax Ltd. (NYAX) announce in its May 2026 Form 6-K?

Nayax Ltd. reported the results of its Annual General Meeting of Shareholders held on May 19, 2026. Shareholders approved all proposals that were actually presented for a vote, with only Proposal 11 withdrawn by the company before the meeting took place.

Were Nayax Ltd. (NYAX) shareholder proposals approved at the 2026 Annual General Meeting?

All proposals presented at Nayax Ltd.’s 2026 Annual General Meeting were approved by the required majority. The filing specifies that this approval complied with Israeli Companies Law, 5759-1999, and the company’s amended and restated articles of association governing shareholder decision-making.

What happened to Proposal 11 at Nayax Ltd.’s 2026 shareholder meeting?

Proposal 11 was withdrawn by Nayax Ltd. prior to the Annual General Meeting of Shareholders. As a result, shareholders did not vote on this item, and the filing only notes that all other proposals received the necessary approvals under applicable Israeli corporate law.

How does this Nayax Ltd. (NYAX) Form 6-K affect its registration statements?

The Form 6-K is incorporated by reference into all of Nayax Ltd.’s effective registration statements. These include its Form S-8, its Form F-3 shelf registration in the United States, and its Shelf Prospectus filed with the Israel Securities Authority for potential future securities offerings.

Which prior Nayax Ltd. proxy materials are referenced in this Form 6-K?

The company references a proxy statement furnished on Form 6-K dated March 19, 2026 and a supplemental proxy statement on Form 6-K dated May 11, 2026. Both documents, previously filed with the SEC, are expressly incorporated by reference into this May 2026 Form 6-K report.

Under which legal framework were Nayax Ltd. (NYAX) meeting results approved?

The approvals at Nayax Ltd.’s Annual General Meeting followed the requirements of Israeli Companies Law, 5759-1999. The filing also states that the decisions complied with the company’s amended and restated articles of association, which together define how shareholder resolutions must be passed.