Nayax (NYSE: NYAX) CEO details founder shares, warrants and options stake

Rhea-AI Filing Summary

Nayax Ltd. CEO, Co-Founder and Chairman Yair Nechmad filed an initial Form 3 detailing his ownership in the company. He reports direct holdings of 7,059,930 Ordinary Shares and an additional 33,512 Ordinary Shares, plus 1,406,075 Ordinary Shares held indirectly through Yair Nechmad Ltd. Some of these shares were originally acquired as founder shares, and others were purchased in the open market.

Nechmad also holds derivative securities. These include Series 1 Warrants linked to 286,135 Ordinary Shares at an exercise price of $56.8960 per share, expiring on March 31, 2027, issued in connection with the company’s 2025 offering of Series A Notes and Warrants and listed on the Tel Aviv Stock Exchange. He further holds several fully vested and immediately exercisable stock option grants over 75,000, 75,000, 70,000 and 15,605 Ordinary Shares, each with an exercise price of $33.7079 per share and expirations in 2027 and 2030. The exercise prices are denominated in New Israeli Shekels, with U.S. dollar amounts reflecting the exchange rate on the grant dates.

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^*

Nechmad Yair

(Last) (First) (Middle)

C/O NAYAX LTD.

3 ARIK EINSTEIN

(Street)

HERZLIYA L3 4659071

(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)
	CEO and Co Founder & Chairman

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	1,406,075(1)	I	Held by Yair Nechmad Ltd.
Ordinary Shares	7,059,930(2)	D
Ordinary Shares	33,512(3)	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
Warrants (Right to Buy)	03/09/2025	03/31/2027	Ordinary Shares	286,135(4)	$56.896(5)	D
Stock Option (Right to Buy)	03/08/2022(6)	03/08/2027	Ordinary Shares	75,000	$33.7079(7)	D
Stock Option (Right to Buy)	03/04/2025(8)	03/04/2030	Ordinary Shares	75,000	$33.7079(9)	D
Stock Option (Right to Buy)	03/08/2022(10)	03/08/2027	Ordinary Shares	70,000	$33.7079(11)	D
Stock Option (Right to Buy)	03/04/2025(12)	03/04/2030	Ordinary Shares	15,605	$33.7079(13)	D

Explanation of Responses:

1. The shares were originally acquired as Founder Shares

2. The shares were originally acquired as Founder Shares

3. The Shares reported herein were purchased in the open market

4. The reported securities represent Series 1 Warrants issued by the Company in connection with its 2025 offering of Series A Notes and Warrants. The Warrants are listed for trading on the Tel Aviv Stock Exchange

5. Each Warrant is exercisable for one Ordinary Share at an exercise price of NIS 177.80, subject to adjustments based on changes in the NIS-to-USD exchange rate.

6. The Stock Options are Fully vested and immediately exercisable

7. The exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant date.

8. The Stock Options are Fully vested and immediately exercisable

9. The exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant date.

10. The Stock Options are Fully vested and immediately exercisable

11. The exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant date.

12. The Stock Options are Fully vested and immediately exercisable

13. The exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant 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.

	Yair Nechmad 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) CEO Yair Nechmad’s Form 3 disclose?

The Form 3 discloses Yair Nechmad’s initial ownership in Nayax, including direct and indirect Ordinary Share holdings and several option and warrant positions. It establishes his baseline stake as CEO, Co-Founder and Chairman at the time of becoming a reporting insider.

How many Nayax (NYAX) Ordinary Shares does Yair Nechmad hold directly and indirectly?

Yair Nechmad holds 7,059,930 Ordinary Shares directly, plus an additional 33,512 Ordinary Shares directly, and 1,406,075 Ordinary Shares indirectly through Yair Nechmad Ltd. This combination of direct and indirect ownership reflects a substantial long-term equity position in Nayax.

What warrant position does Yair Nechmad report in Nayax (NYAX)?

He reports Series 1 Warrants exercisable into 286,135 Ordinary Shares at an exercise price of $56.8960 per share, expiring March 31, 2027. These warrants were issued with Nayax’s 2025 Series A Notes and Warrants offering and are listed on the Tel Aviv Stock Exchange.

What stock options does Yair Nechmad hold in Nayax (NYAX)?

Nechmad holds several fully vested, immediately exercisable stock option grants over 75,000, 75,000, 70,000 and 15,605 Ordinary Shares at an exercise price of $33.7079. The options expire in 2027 and 2030, with exercise prices set in New Israeli Shekels and translated to U.S. dollars.

Were Yair Nechmad’s Nayax (NYAX) shares founder shares or market purchases?

The filing notes that some shares were originally acquired as founder shares and others were purchased in the open market. This mix highlights both early-stage founder participation and later open-market accumulation of Nayax equity by Nechmad.

Why is Yair Nechmad’s Nayax (NYAX) Form 3 important for investors?

The Form 3 establishes Nechmad’s baseline equity ownership, including Ordinary Shares, warrants and stock options. Understanding an executive’s stake helps investors gauge alignment with shareholders and provides context for any future insider trading activity reported in subsequent filings.