Nayax (NYAX) CMO receives 12,000 RSU equity grant with multi-year vesting

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Sever Michal reported acquisition or exercise transactions in this Form 4 filing.

Nayax Ltd. Chief Marketing Officer Michal Sever reported an equity compensation grant in the form of 12,000 restricted stock units, each representing one ordinary share. These RSUs were awarded at no cash cost to Sever and are intended as part of her long-term incentive compensation.

According to the vesting schedule, 3,500 RSUs vest after 20 days on May 30, 2026, while the remaining 8,500 vest in four equal annual installments on March 15 of each year, as long as she continues providing service to the company or its subsidiaries. Following this grant, Sever’s reported direct holdings increased to 17,306 ordinary shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sever Michal

Role CMO

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares	12,000	$0.00	--

Holdings After Transaction: Ordinary Shares — 17,306 shares (Direct, null)

Footnotes (1)

[object Object]

Key Figures

RSU grant size: 12,000 RSUs Initial vesting tranche: 3,500 RSUs Remaining RSUs: 8,500 RSUs +2 more

5 metrics

RSU grant size 12,000 RSUs Award to CMO representing 12,000 ordinary shares

Initial vesting tranche 3,500 RSUs Vest after 20 days on May 30, 2026

Remaining RSUs 8,500 RSUs Vest in four equal annual installments on March 15

Shares after transaction 17,306 ordinary shares Total direct holdings following the grant

Grant price per share $0.0000 per share Stated transaction price for RSU award

Key Terms

restricted stock units ("RSUs"), ordinary stock, vest, continued service

4 terms

restricted stock units ("RSUs") financial

"The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

ordinary stock financial

"each represent a contingent right to receive one share of ordinary stock of Nayax Ltd."

vest financial

"3,500 RSUs vest after 20 days (05/30/2026) and the remaining 8,500 vest in four equal annual installments"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

continued service financial

"subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date"

Form 4 Insider Transactions: What Each Field Means →

05/12/2026 - 10:45 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^*

Sever Michal

(Last)

(First)

(Middle)

3 ARIK EINSTEIN

BUILDING B FLOOR 1

(Street)

HERZLIYA

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CMO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2026

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)

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	05/10/2026		A⁽¹⁾		12,000	A	$0	17,306	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 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"). 3,500 RSUs vest after 20 days (05/30/2026) and the remaining 8,500 vest in four equal annual installments on March 15th of each year, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

	Michal Sever by: Oppenheimer Israel, as Attorney-in-fact	05/12/2026
	** 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 CMO Michal Sever?

Nayax reported a grant of 12,000 restricted stock units to CMO Michal Sever. Each RSU represents one ordinary share, awarded at no cash cost as part of her equity-based compensation package, subject to a multi-year vesting schedule and continued service.

How many Nayax (NYAX) shares does Michal Sever hold after this Form 4?

After this RSU grant, Michal Sever is reported to hold 17,306 ordinary shares directly. This total includes shares underlying previously vested awards and reflects her updated equity position as disclosed in the Form 4 insider filing.

What is the vesting schedule for Michal Sever’s new Nayax (NYAX) RSUs?

Of the 12,000 RSUs, 3,500 vest after 20 days on May 30, 2026. The remaining 8,500 vest in four equal annual installments on March 15 of each year, contingent on her continued service with Nayax or its subsidiaries.

Did Michal Sever buy Nayax (NYAX) shares on the open market?

No, the filing describes a grant of restricted stock units, not an open-market purchase. The RSUs were awarded at a stated price of $0.0000 per share as part of compensation, rather than acquired through a market transaction.

What type of security was granted to Nayax (NYAX) CMO Michal Sever?

The grant consists of restricted stock units, each representing a contingent right to receive one ordinary share of Nayax. RSUs typically deliver shares upon vesting, aligning executive compensation with shareholder value over time, subject to service conditions.