Nayax (NYAX) CMO discloses initial holdings in ordinary shares and stock options

Rhea-AI Filing Summary

Nayax Ltd. executive Michal Sever, the company’s CMO, has filed an initial ownership statement reporting holdings of ordinary shares and stock options. The filing shows direct ownership of several blocks of ordinary shares, along with stock options over 3,437 and 1,563 ordinary shares at an exercise price of 21.3520 per share, expiring on March 28, 2027. Footnotes describe multiple restricted stock unit grants that vest over multi‑year schedules, generally with 25% vesting after one year and the remainder in equal quarterly installments, contingent on 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^*

Sever Michal

(Last) (First) (Middle)

OUDERKERKERLAAN 130

(Street)

AMSTELVEEN P7 1185AG

(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)
	CMO

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	191(1)	D
Ordinary Shares	685(2)	D
Ordinary Shares	1,000(3)	D
Ordinary Shares	1,703(4)	D
Ordinary Shares	1,762(5)	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)	03/28/2023(6)	03/28/2027	Ordinary Shares	3,437	$21.352(7)	D
Stock Option (Right to Buy)	03/30/2025(8)	03/28/2027	Ordinary Shares	1,563	$21.352(9)	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 in ten equal quarterly installments commencing on 03/26/2025 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 (02/27/2025) 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.

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 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.

6. 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.

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 Options five equal quarterly installments commencing on 03/30/2025, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

9. 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.

	Michal Sever 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) CMO Michal Sever report owning in this Form 3?

The CMO reports direct ownership of several blocks of Nayax ordinary shares plus stock options over 3,437 and 1,563 ordinary shares at an exercise price of 21.3520 per share, with both option series expiring on March 28, 2027.

Are there any buy or sell transactions in this Nayax (NYAX) Form 3?

No transactions are reported; the entries are categorized as holdings. The transaction summary shows zero buys, zero sells, and seven holding entries, indicating this filing records existing positions rather than new market trades in Nayax shares.

What stock option terms are disclosed for Nayax (NYAX) CMO Michal Sever?

Two stock option positions are disclosed, each over Nayax ordinary shares with an exercise price of 21.3520 and an expiration date of March 28, 2027. Footnotes explain the options vest on a scheduled basis, subject to continued service with the company.

How do the RSU grants for Nayax (NYAX) CMO vest over time?

Multiple RSU grants are described. Some vest 25% after one year with the remaining 75% vesting in twelve equal quarterly installments over three years, while another vests in ten equal quarterly installments, all conditioned on the CMO’s continued service to Nayax or its subsidiaries.

What currency is used for the exercise price in the Nayax (NYAX) options?

The option exercise price is denominated in New Israeli Shekels. The filing notes that the U.S. dollar amount of 21.3520 reflects the exchange rate on the original grant date, clarifying how the reported figure was derived for disclosure purposes.

Does this Nayax (NYAX) Form 3 show any derivative exercises or gifts?

No derivative exercises or gifts are indicated. The transaction summary shows zero exercise transactions, zero gifts, and zero tax-withholding or restructuring events, reinforcing that this Form 3 functions as an initial snapshot of existing equity and option positions.