Nayax CRO sells 1,052 shares for tax withholding

Nayax Ltd. Chief Revenue Officer Oren Tepper reported a small disposition of shares linked to tax obligations.

Rhea-AI Filing Summary

Nayax Ltd. Chief Revenue Officer Oren Tepper reported a small disposition of shares linked to tax obligations. On June 1, 2026, he sold 1,052 Ordinary Shares at $73.31 per share in a transaction the company used to satisfy tax withholding from vesting restricted share units. After this tax-related sale, Tepper directly holds 19,392 Ordinary Shares, so the transaction represents a minor portion of his overall position and reflects withholding mechanics rather than a discretionary open-market sale.

Insider Trade Summary

Net Seller: 1,052 shares

Net Sell 1 txn

Insider Tepper Oren

Role CRO

Sold 1,052 shs ($77K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	1,052	$73.31	$77K

Holdings After Transaction: Ordinary Shares — 19,392 shares (Direct)

Footnotes (1)

1. F1. The shares sold represent shares withheld and sold by the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted share units

Key Figures

Shares sold: 1,052 shares Sale price: $73.31 per share Shares after transaction: 19,392 shares +1 more

4 metrics

Shares sold 1,052 shares Ordinary Shares disposed on June 1, 2026

Sale price $73.31 per share Price for Ordinary Shares sold on June 1, 2026

Shares after transaction 19,392 shares Direct holdings following the reported sale

Net shares sold 1,052 shares Net selling activity in this Form 4

Key Terms

restricted share units, tax withholding obligations, Ordinary Shares, open-market sale

4 terms

restricted share units financial

"tax withholding obligations in connection with the vesting of restricted share units"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

tax withholding obligations financial

"shares withheld and sold by the Issuer to satisfy tax withholding obligations"

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.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Oren Tepper reported a sale of 1,052 Nayax Ordinary Shares. The shares were withheld and sold by the company to cover tax obligations arising from vesting restricted share units, rather than a discretionary portfolio sale.

How many Nayax (NYAX) shares did Oren Tepper sell and at what price?

Oren Tepper’s Form 4 shows a disposition of 1,052 Ordinary Shares at $73.31 per share. These shares were sold by Nayax to satisfy tax withholding requirements tied to vesting restricted share units, according to the accompanying footnote.

Why were Oren Tepper’s Nayax (NYAX) shares sold according to the filing footnote?

The footnote explains the shares represent stock withheld and sold by Nayax to satisfy tax withholding obligations. This occurred in connection with the vesting of restricted share units, making the sale a tax-related event rather than an ordinary open-market liquidation.

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

Following the tax-related sale, Oren Tepper directly owns 19,392 Nayax Ordinary Shares. This indicates the 1,052-share disposition is relatively small compared with his remaining stake as reported in the same Form 4 filing.

Was Oren Tepper’s Nayax (NYAX) transaction an open-market trade?

The transaction is coded as a sale, but the footnote clarifies it was used to cover tax withholding. Shares were withheld and sold by Nayax in connection with restricted share unit vesting, not a discretionary open-market trade initiated for investment reasons.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/02/2026 - 12:44 PM EDT Learn about SEC filing dates

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)
06/01/2026

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	06/01/2026		S(1)		1,052	D	$73.31	19,392	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 shares sold represent shares withheld and sold by the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted share units

	/s/ Meirav Shemesh on behalf of Oppenheimer Israel, as Attorney-in-fact	06/02/2026
	** 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)