Nayax (NYSE: NYAX) CTO trims stake with 28,770-share open-market sale

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

Nayax Ltd. director and CTO/co-founder David Ben-Avi reported open-market sales of the company’s Ordinary Shares. On May 29, 2026, he sold 16,590 shares at a weighted average price of $76.48 per share. On May 28, 2026, he sold an additional 12,180 shares at a weighted average price of $74.94 per share.

After these transactions, Ben-Avi directly held 6,589,134 Ordinary Shares. The prices were originally in New Israeli Shekels for trades on the Tel Aviv Stock Exchange and were converted to U.S. dollars using the exchange rate on each transaction date.

Insider Trade Summary

Net Seller: 28,770 shares ($2,181,572)

Net Sell 2 txns

Insider Ben-Avi David

Role CTO and Co Founder

Sold 28,770 shs ($2.18M)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	16,590	$76.48	$1.27M
Sale	Ordinary Shares	12,180	$74.94	$913K

Holdings After Transaction: Ordinary Shares — 6,589,134 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold May 29, 2026: 16,590 shares at $76.48/share Shares sold May 28, 2026: 12,180 shares at $74.94/share Total shares sold: 28,770 shares +1 more

4 metrics

Shares sold May 29, 2026 16,590 shares at $76.48/share Open-market sale of Ordinary Shares

Shares sold May 28, 2026 12,180 shares at $74.94/share Open-market sale of Ordinary Shares

Total shares sold 28,770 shares Net sell across two transactions

Shares held after transactions 6,589,134 shares Direct ownership following May 29, 2026 sale

Key Terms

open-market sale, Ordinary Shares, weighted average price, Tel Aviv Stock Exchange, +1 more

5 terms

open-market sale financial

"transaction_action: "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Ordinary Shares financial

"security_title: "Ordinary Shares""

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

weighted average price financial

"The reported price is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Tel Aviv Stock Exchange market

"These shares were sold in transactions on the Tel Aviv Stock Exchange"

The Tel Aviv Stock Exchange is Israel’s main marketplace where stocks, bonds and exchange-traded funds are bought and sold, providing a centralized place for investors to trade ownership in companies and government debt. It matters because it sets real-time prices and liquidity for Israeli securities, offering a barometer of the country’s corporate health and giving investors a way to enter or exit positions much like an auction house or farmers’ market sets the price for goods.

New Israeli Shekels (ILS) financial

"sold in transactions ... in New Israeli Shekels (ILS)"

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Form 4 Insider Transactions: What Each Field Means →

06/04/2026 - 08:13 AM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ben-Avi David

(Last)

(First)

(Middle)

C/O NAYAX LTD.

3 ARIK EINSTEIN

(Street)

HERZLIYA

4659071

(City)

(State)

(Zip)

ISRAEL

(Country)

2. Issuer Name and Ticker or Trading Symbol
Nayax Ltd. [ NYAX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CTO and Co Founder

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/01/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	05/28/2026		S		12,180	D	$74.94⁽¹⁾	6,605,724	D
Ordinary Shares	05/29/2026		S		16,590	D	$76.48⁽¹⁾	6,589,134	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reported price is a weighted average price. These shares were sold in transactions on the Tel Aviv Stock Exchange in New Israeli Shekels (ILS) and have been converted to U.S. Dollars (USD) using the exchange rate in effect on the transaction date. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request

Remarks:

This Form 4/A is an amendment for Accession number: 0001976408-26-000518. Original Form 4 filed on June 1, 2026 to correct the number of shares sold and the sale price for the transaction dated May 28, 2026. The amendment also updates the number of shares beneficially owned following such transaction. No changes have been made to the transaction reported for May 29, 2026.

	/s/ Meirav Shemesh on behalf of Oppenheimer Israel, as Attorney-in-fact	06/04/2026
	** 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 4 (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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Nayax (NYAX) report for David Ben-Avi?

Nayax reported that CTO and co-founder David Ben-Avi executed open-market sales of Ordinary Shares on May 28 and May 29, 2026. These were routine Form 4/A-reported disposals on the Tel Aviv Stock Exchange, converted from shekels into U.S. dollars.

How many Nayax (NYAX) shares did David Ben-Avi sell in this Form 4/A?

David Ben-Avi sold a total of 28,770 Ordinary Shares of Nayax. This consisted of 16,590 shares sold on May 29, 2026, and 12,180 shares sold on May 28, 2026, all reported as open-market transactions.

At what prices were the Nayax (NYAX) shares sold by David Ben-Avi?

The sales used weighted average prices of $76.48 per share on May 29, 2026, and $74.94 per share on May 28, 2026. Actual trades occurred in New Israeli Shekels and were converted into U.S. dollars using each day’s exchange rate.

How many Nayax (NYAX) shares does David Ben-Avi hold after these transactions?

After the reported sales, David Ben-Avi directly holds 6,589,134 Ordinary Shares of Nayax. This post-transaction holding figure comes from the Form 4/A data for the May 29, 2026 transaction.

Were the Nayax (NYAX) insider sales by David Ben-Avi open-market trades?

Yes, both transactions were coded as “S” for sale and described as open-market or private transactions. The filing notes the reported prices are weighted averages for trades executed on the Tel Aviv Stock Exchange in New Israeli Shekels.

In what currency were Nayax (NYAX) insider trades originally executed?

The trades were executed in New Israeli Shekels on the Tel Aviv Stock Exchange. For reporting, the weighted average prices were converted to U.S. dollars using the applicable exchange rate on each transaction date, as disclosed in the footnote.