Nayax (NYAX) CFO reports initial share and RSU holdings

Rhea-AI Filing Summary

Nayax Ltd. CFO Manor Sagit filed an initial statement of beneficial ownership, reporting direct holdings of several blocks of the company’s ordinary shares. The filing also details multiple restricted stock unit (RSU) grants that convert into ordinary shares on staggered vesting schedules tied to continued service.

RSU awards vest partly on specific first-year dates, including 06/21/2022, 06/26/2024, 06/25/2025, 06/03/2026, and following those dates in equal quarterly or annual installments over three to five years, creating a long-term equity incentive structure for the CFO.

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^*

Manor Sagit

(Last) (First) (Middle)

1678 BONITA AVE.

(Street)

MOUNTAIN VIEW CA 94040

(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)
	CFO

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	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.

	Sagit Manor 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.

FAQ

What does Nayax (NYAX) CFO Manor Sagit report in this Form 3?

The filing shows CFO Manor Sagit’s initial beneficial ownership of Nayax ordinary shares. It lists several direct share positions plus multiple restricted stock unit (RSU) grants that vest into one ordinary share each over multi-year schedules tied to ongoing service.

Are there any share purchases or sales in the Nayax (NYAX) Form 3?

No specific purchases or sales are reported. The Form 3 functions as an initial ownership statement, listing existing ordinary share holdings and RSU grants rather than new buy or sell transactions in Nayax Ltd. securities by the CFO.

How do the RSUs granted to Nayax (NYAX) CFO vest over time?

Each RSU grant vests in tranches. Some vest 25% on first anniversaries such as 06/26/2024, 06/25/2025, and 06/03/2026, with the remaining 75% vesting in equal quarterly installments over three years, contingent on continued service.

What is notable about the 2022 RSU grant to Nayax (NYAX) CFO?

One RSU grant vests 20% on 06/21/2022, with the remaining 80% vesting in sixteen equal quarterly installments over four years. This structure spreads equity compensation over a long horizon, encouraging sustained service with Nayax Ltd.

How does the March 2026 RSU grant for Nayax (NYAX) CFO vest?

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

What type of securities are covered in this Nayax (NYAX) Form 3?

The Form 3 covers Nayax Ltd. ordinary shares and restricted stock units. Each RSU represents a contingent right to receive one ordinary share of Nayax, subject to satisfying the specified vesting conditions and ongoing employment or service requirements.