Nayax (NYAX) CFO Manor Sagit details share holdings and multi-year RSUs

Rhea-AI Filing Summary

Nayax Ltd. CFO Manor Sagit filed an amended ownership report showing direct holdings of Ordinary Shares and multiple grants of restricted stock units (RSUs). The footnotes explain that each RSU represents a right to receive one Nayax ordinary share and that the awards vest over multi‑year schedules tied to continued service.

The RSU grants feature various vesting patterns, including 20% to 29.17% in the first year and the remaining portions vesting in equal quarterly or annual installments over three to five years. The filing reflects equity-based compensation and updated share ownership, not open‑market buying or selling.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Manor Sagit

(Last) (First) (Middle)

3 ARIK EINSTEIN ST.

BUILDING B, FLOOR 1

(Street)

HERZILYA 4659071

(City) (State) (Zip)

ISRAEL

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2026

3. Issuer Name and Ticker or Trading Symbol
Nayax Ltd. [ NYAX ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)
03/16/2026

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	304(1)	D
Ordinary Shares	5,048(2)	D
Ordinary Shares	2,110(3)	D
Ordinary Shares	3,903(4)	D
Ordinary Shares	27,458(5)	D
Ordinary Shares	12,000(6)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were issued upon vesting of previously granted RSU's

2. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/26/2024) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

3. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/25/2025) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

4. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/03/2026) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

5. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 20% on the first year (06/21/2022) and the remaining 80% vest in sixteen equal quarterly installments over a four-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

6. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 29.17% 40 days after the grant date of 03/12/2026, additional 60% in three equal annual installments and the remaining 10.83% vest on the fifth year, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

Remarks:

This Form 3 is being filed to report the Reporting Persons beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934. Correction to Accession No. 0001976408-26-000162

	Sagit Manor by: Oppenheimer Israel, as Attorney-in-fact	03/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does the Nayax (NYAX) Form 3/A filing show for CFO Manor Sagit?

The Form 3/A shows Manor Sagit’s direct holdings of Nayax ordinary shares and several restricted stock unit (RSU) awards. It details that each RSU converts into one ordinary share and describes multi-year vesting schedules contingent on continued service with Nayax or its subsidiaries.

Are there any stock purchases or sales in the Nayax (NYAX) Form 3/A?

The filing does not report open-market stock purchases or sales. Instead, it lists existing Ordinary Share holdings and compensation-related RSU grants. These RSUs convert into shares over time as vesting conditions tied to Manor Sagit’s continued service are satisfied.

How do Manor Sagit’s RSUs in Nayax (NYAX) vest over time?

The RSUs generally vest partly after one year, then in installments over several years. Some grants vest 25% after the first year with the remaining 75% in twelve equal quarterly installments, while another vests 20% after one year and the rest in sixteen quarterly installments.

What is the structure of the March 12, 2026 RSU grant for Nayax (NYAX) CFO?

One RSU grant vests 29.17% forty days after the March 12, 2026 grant date. An additional 60% vests in three equal annual installments, and the remaining 10.83% vests in the fifth year, all subject to continued service with Nayax or its subsidiaries.

What conditions must be met for Nayax (NYAX) RSUs held by Manor Sagit to vest?

Each RSU award requires Manor Sagit’s continued service with Nayax Ltd. or its subsidiaries through each vesting date. If that service condition is met, RSUs periodically convert into ordinary shares according to the specific quarterly or annual vesting schedules described in the filing.

What type of security is reported in Nayax (NYAX) CFO Manor Sagit’s Form 3/A?

The filing covers Nayax Ordinary Shares and restricted stock units linked to those shares. Each RSU represents a contingent right to receive one ordinary share of Nayax Ltd., with delivery occurring as the RSUs vest over the defined multi‑year schedules in the award terms.