Nayax (NYSE: NYAX) CRO receives 12,000 RSUs with multi-year vesting

Rhea-AI Filing Summary

Tepper Oren reported acquisition or exercise transactions in this Form 4 filing.

Nayax Ltd. reported that its Chief Revenue Officer, Oren Tepper, received a grant of 12,000 Ordinary Shares as a stock-based award, at no cash cost per share. Following this grant, he directly holds 20,444 shares.

The award was structured as restricted stock units (RSUs), each representing a right to receive one Ordinary Share. According to the vesting schedule, 3,500 RSUs vest on May 30, 2026, and the remaining 8,500 vest in four equal annual installments on March 15 of each year, contingent on continued service.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Tepper Oren

Role CRO

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

Holdings After Transaction: Ordinary Shares — 20,444 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 12,000 shares Post-grant holdings: 20,444 shares Grant price: $0.0000 per share +2 more

5 metrics

RSUs granted 12,000 shares Grant of restricted stock units to CRO

Post-grant holdings 20,444 shares Total Ordinary Shares held directly after transaction

Grant price $0.0000 per share Reported transaction price per share for the award

Initial vesting tranche 3,500 RSUs Vest on May 30, 2026, subject to continued service

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

Key Terms

restricted stock units ("RSUs"), contingent right, vesting, Ordinary Shares

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.

contingent right financial

"RSUs, which each represent a contingent right to receive one share of ordinary stock"

vesting financial

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

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Ordinary Shares financial

"transaction in Ordinary Shares and RSUs convert into one share of ordinary stock of Nayax Ltd."

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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Tepper Oren

(Last) (First) (Middle)

3 ARIK EINSTEIN

FLOOR 1 BUILDING B

(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)
	CRO

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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	05/10/2026		A(1)		12,000	A	$0	20,444	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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.

	Oren Tepper 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)

FAQ

What did Nayax (NYAX) disclose about CRO Oren Tepper in this Form 4?

Nayax disclosed that CRO Oren Tepper received a grant of 12,000 restricted stock units (RSUs), each representing one Ordinary Share. The grant is a stock-based award with no cash paid per share, increasing his direct holdings to 20,444 shares.

How many Nayax (NYAX) shares does Oren Tepper hold after this RSU grant?

After the reported grant, Oren Tepper directly holds 20,444 Ordinary Shares of Nayax. This total reflects the new 12,000-share stock award added to his prior holdings, as shown in the Form 4’s post-transaction ownership figure.

What is the vesting schedule for Oren Tepper’s 12,000 Nayax (NYAX) RSUs?

The 12,000 RSUs vest in two parts: 3,500 vest on May 30, 2026, and the remaining 8,500 vest in four equal annual installments on March 15. Each vesting is conditioned on Tepper’s continued service with Nayax or its subsidiaries.

Did Oren Tepper buy or sell Nayax (NYAX) shares in this Form 4?

The Form 4 shows an acquisition through a grant or award, not a market purchase or sale. Tepper received 12,000 RSUs at a reported price of $0.0000 per share as part of his compensation, with no open-market transaction indicated.

What type of security was granted to Nayax (NYAX) CRO Oren Tepper?

Tepper was granted restricted stock units (RSUs) tied to Ordinary Shares of Nayax. Each RSU represents a contingent right to receive one Ordinary Share, subject to time-based vesting and his continued service with the company or its subsidiaries.