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  4. [Form 3] Nayax Ltd. Initial Statement of Beneficial Ownership

Nayax (NYSE: NYAX) CPO details RSU-based share holdings in Form 3

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Nayax Ltd. executive Amnipour Erez, the company’s CPO, has filed an initial ownership report showing direct holdings of ordinary shares and outlining several restricted stock unit (RSU) awards. The RSUs each convert into one ordinary share and vest 25% on the first anniversary date, then the remaining 75% in twelve equal quarterly installments over three years, conditioned on continued service. The footnotes describe separate RSU grants with first vesting dates on June 26, 2024, June 25, 2025, and June 3, 2026, illustrating a multi-year, service-based equity compensation structure.

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  • None.

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  • None.
Insider Amnipour Erez
Role CPO
Type Security Shares Price Value
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
Holdings After Transaction: Ordinary Shares — 183 shares (Direct)
Footnotes (1)
  1. These shares were issued upon vesting of previously granted RSU's 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. 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. 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.
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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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Amnipour Erez
(Last) (First) (Middle)
HATIKVA 5
(Street)
RISHON LEZION L3 00000
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2026 		3. Issuer Name and Ticker or Trading Symbol
Nayax Ltd. [ NYAX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CPO
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 183(1) D
Ordinary Shares 810(2) D
Ordinary Shares 2,482(3) D
Ordinary Shares 1,383(4) 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.
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.
Erez Aminpour by: Oppenheimer Israel, as Attorney-in-fact 03/16/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What does Nayax (NYAX) CPO Amnipour Erez report in this Form 3?

The filing shows CPO Amnipour Erez’s initial direct holdings of Nayax ordinary shares and details several RSU grants. These awards form part of his equity-based compensation and are subject to multi-year vesting tied to continued service at the company.

How do Amnipour Erez’s RSUs at Nayax (NYAX) vest over time?

Each RSU grant vests 25% on its first anniversary date, with the remaining 75% vesting in twelve equal quarterly installments. Vesting continues over three years, provided Amnipour Erez remains in service with Nayax or its subsidiaries through each vesting date.

What are the key RSU grant dates disclosed for Nayax (NYAX) CPO?

The footnotes describe RSU grants with first vesting dates on June 26, 2024, June 25, 2025, and June 3, 2026. Each grant then continues vesting quarterly for three years, aligning his compensation with ongoing employment and company performance over time.

Do the RSUs for Nayax (NYAX) CPO convert into ordinary shares?

Yes. Each restricted stock unit represents a contingent right to receive one ordinary share of Nayax Ltd. Upon meeting vesting conditions tied to specific dates and continued service, the RSUs settle in shares, increasing the executive’s direct equity ownership in the company.

Does this Nayax (NYAX) Form 3 show insider buying or selling?

No insider purchases or sales are reported. The Form 3 primarily records Amnipour Erez’s existing direct holdings and the structure of his RSU awards. It serves as an initial ownership snapshot rather than a disclosure of new market transactions in Nayax shares.