Nayax (NYSE: NYAX) CLO Omer Gal discloses stock and option holdings

Rhea-AI Filing Summary

Nayax Ltd. executive Omer Gal, the company’s CLO, has filed an initial statement of beneficial ownership. The filing lists stock options over 2,000 and 1,250 Ordinary Shares with an exercise price of $21.3520, expiring on November 22, 2026 and March 28, 2027. It also reports direct holdings of ordinary shares, including 2,509 and 2,396 shares. Footnotes describe multiple restricted stock unit grants that vest 25% after one year and the remaining 75% in equal quarterly installments over three years, starting on June 26, 2024, June 25, 2025, and June 3, 2026, subject to Gal’s continued service.

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^*

Omer Gal

(Last) (First) (Middle)

3 ARIK EINSTEIN ST.

BUILDING B

(Street)

HERZILYA 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)
	CLO

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	220(1)	D
Ordinary Shares	1,414(2)	D
Ordinary Shares	2,509(3)	D
Ordinary Shares	2,396(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
Stock Option (Right to Buy)	08/22/2022(5)	11/22/2026	Ordinary Shares	2,000	$21.352(6)	D
Stock Option (Right to Buy)	03/28/2023(7)	03/28/2027	Ordinary Shares	1,250	$21.352(8)	D

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 Options vest 20% on the first year (08/22/2022) 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 exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant date.

7. The Options vest 25% on the first year (03/28/2023) 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.

8. 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.

	Gal Omer 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) CLO Omer Gal report in this Form 3?

The filing shows Omer Gal’s initial beneficial ownership in Nayax, including ordinary shares and stock options. It details direct holdings and unexercised options, plus RSU grants that vest over several years, clarifying his equity-based compensation and stake in the company.

How many Nayax options does Omer Gal report holding in the Form 3?

He reports stock options over 2,000 and 1,250 underlying ordinary shares. These options carry an exercise price of $21.3520 per share and have expiration dates in 2026 and 2027, illustrating a multi‑year incentive structure tied to Nayax’s equity.

What are the key vesting terms of Omer Gal’s Nayax RSU grants?

Each RSU grant vests 25% after one year, with the remaining 75% vesting in equal quarterly installments over three years. Vesting schedules begin on June 26, 2024, June 25, 2025, and June 3, 2026, contingent on Gal’s continued service with Nayax.

What does the Form 3 reveal about Omer Gal’s direct ordinary share holdings in Nayax?

The filing lists several direct positions in Nayax ordinary shares, including holdings of 2,509 and 2,396 shares. These entries show existing equity ownership separate from options and RSUs, indicating a mix of outright share ownership and stock-based compensation exposure.

How is the Nayax stock option exercise price presented in Omer Gal’s Form 3?

The exercise price is stated as $21.3520 per share, with a footnote explaining it is denominated in New Israeli Shekels. The reported U.S. dollar amount reflects the exchange rate on the grant date, providing clarity on the option pricing basis.