Nayax (NYSE: NYAX) reschedules 2026 AGM to May 19 for more shareholder engagement

Rhea-AI Filing Summary

Nayax Ltd. is postponing its Annual General Meeting of Shareholders from April 29, 2026 to May 19, 2026 to allow additional time to engage with shareholders and, if required, provide supplemental or revised proxy materials.

The meeting will occur at the same time and place as originally planned, and the record date remains March 24, 2026. The previously distributed notice and proxy statement stay in effect except for the updated dates, and any supplemental materials will be filed on Form 6-K and incorporated by reference into existing SEC and Israeli registration statements.

Key Figures

Original AGM date: April 29, 2026 New AGM date: May 19, 2026 Record date: March 24, 2026

3 metrics

Original AGM date April 29, 2026 Initial scheduled date for Annual General Meeting

New AGM date May 19, 2026 Postponed Annual General Meeting date

Record date March 24, 2026 Shareholders entitled to vote at postponed meeting

Key Terms

Annual General Meeting, proxy statement, record date, Form 6-K, +1 more

5 terms

Annual General Meeting financial

"the Company would hold its Annual General Meeting of Shareholders on April 29, 2026"

proxy statement financial

"attaching a notice and proxy statement (the “Notice and Proxy Statement”)"

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.

record date financial

"The record date for the Postponed Meeting will remain March 24, 2026"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Form 6-K regulatory

"filed a Current Report on Form 6-K with the U.S. Securities and Exchange Commission"

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.

incorporated by reference regulatory

"This Form 6-K and related exhibits are hereby incorporated by reference into all effective registration statements"

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 April, 2026

Commission file number: 001-41491

NAYAX LTD.

(Translation of registrant’s name into English)

 3 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

Postponement of the Company’s Annual General Meeting

On March 19, 2026, Nayax Ltd. (the “Company”) filed a Current Report on Form 6-K with the U.S. Securities and Exchange Commission (the “SEC”) to report that the Company would hold its Annual General Meeting of Shareholders on April 29, 2026 (the “General Meeting”) and attaching a notice and proxy statement (the “Notice and Proxy Statement”) regarding such General Meeting.

The Company has engaged with and solicited feedback from shareholders regarding several of the proposals on the agenda for the General Meeting.

In order to allow the Company additional time to engage with shareholders and, if required, to provide shareholders with supplemental or revised proxy materials, the Company hereby announces that the General Meeting will be postponed and will take place on the newly scheduled date of Tuesday, May 19, 2026 (the “Postponed Meeting”), at the same time and place, as indicated in the Notice and Proxy Statement. The Company will file any supplemental or revised proxy materials on Form 6-K prior to the Postponed Meeting.

The record date for the Postponed Meeting will remain March 24, 2026, unchanged from that which appeared in the Notice and Proxy Statement.

The following dates will apply to the Postponed Meeting:

• Shareholders of record on the Company’s U.S. transfer agent shareholder list are requested to complete and return the form of proxy in the pre-addressed envelope as instructed or vote electronically at www.proxyvote.com no later than Tuesday, May 19, 2026, at 6:59 a.m. Israel time (i.e., 11:59 p.m. ET on Monday, May 18, 2026).

• Shareholders registered in the Company’s shareholders register in Israel and shareholders who hold Ordinary Shares through members of the Tel Aviv Stock Exchange should deliver or mail a completed written ballot to the Company’s offices as instructed in the Notice and Proxy Statement no later than Tuesday, May 19, 2026, at 12:00 p.m. Israel time (i.e., at least four (4) hours before the Postponed Meeting starts) or, if applicable, vote electronically via the electronic voting system of the Israel Securities Authority no later than Tuesday, May 19, 2026, at 10:00 a.m. Israel time (i.e., at least six (6) hours before the Postponed Meeting starts). Such shareholders who intend to vote their Ordinary Shares in person must provide the Company with Identifying Information and, if applicable, an Ownership Certificate (both Identifying Information and Ownership Certificate are defined in the Notice and Proxy Statement) no later than May 16, 2026, at 4:00 p.m. Israel time (i.e., at least seventy-two (72) hours before the Postponed Meeting starts).

Except as set forth above, the Notice and Proxy Statement has not been otherwise modified and shall remain in full force and effect.

Incorporation by Reference

This Form 6-K and related exhibits are hereby incorporated by reference into all effective registration statements filed by the Company with 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.

2

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: April 23, 2026

3

FAQ

Why did Nayax (NYAX) postpone its 2026 Annual General Meeting?

Nayax postponed its 2026 Annual General Meeting to allow more time to engage with shareholders on several agenda proposals and, if required, provide supplemental or revised proxy materials. This extended period is meant to incorporate shareholder feedback before the rescheduled meeting date.

What is the new date for Nayax (NYAX) 2026 Annual General Meeting?

The new date for Nayax’s 2026 Annual General Meeting of Shareholders is Tuesday, May 19, 2026. The company states that the meeting will be held at the same time and place as initially indicated in the original notice and proxy statement filed previously.

Has the record date changed for Nayax (NYAX) postponed shareholder meeting?

The record date for Nayax’s postponed Annual General Meeting remains March 24, 2026. Shareholders of record on that date will continue to be entitled to receive notice of, and vote at, the rescheduled meeting on May 19, 2026, without any change.

Will Nayax (NYAX) issue new proxy materials for the May 19, 2026 meeting?

Nayax indicates it may provide supplemental or revised proxy materials if required and will file them on Form 6-K before the May 19, 2026 meeting. Otherwise, the existing notice and proxy statement remain effective, aside from the updated meeting date references.

Does Nayax’s (NYAX) original proxy statement remain valid after the postponement?

Yes. Nayax states the original notice and proxy statement remain in full force and effect, except for the revised meeting date and related timing references. Shareholders can continue relying on those materials unless supplemental or revised proxy documents are later filed.