Nayax (NYAX) CLO Omer Gal awarded 12,000 RSUs with staged vesting

Rhea-AI Filing Summary

Omer Gal reported acquisition or exercise transactions in this Form 4 filing.

Nayax Ltd. reported that its Chief Legal Officer, Omer Gal, received a grant of 12,000 restricted stock units (RSUs) for Ordinary Shares as equity compensation. The grant was recorded at a price of $0.00 per share, reflecting a non-cash award.

According to the vesting schedule, 3,500 RSUs vest after 20 days on May 30, 2026, and the remaining 8,500 RSUs vest in four equal annual installments each March 15, subject to his continued service with the company or its subsidiaries. Following this award, Gal’s direct holdings increased to 18,539 Ordinary Shares, combining previously held shares with this new grant.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Omer Gal

Role CLO

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

Holdings After Transaction: Ordinary Shares — 18,539 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 12,000 RSUs Grant price: $0.00 per share Shares after transaction: 18,539 shares +3 more

6 metrics

RSUs granted 12,000 RSUs Equity award to CLO Omer Gal

Grant price $0.00 per share Stated price for RSU grant

Shares after transaction 18,539 shares Total direct holdings following grant

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

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

Transaction date May 10, 2026 Date of RSU grant

Key Terms

restricted stock units ("RSUs"), contingent right, vesting, installments, +1 more

5 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

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

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.

installments financial

"the remaining 8,500 vest in four equal annual installments on March 15th of each year"

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 →

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^*

Omer Gal

(Last) (First) (Middle)

3 ARIK EINSTEIN ST.

BUILDING B

(Street)

HERZILYA 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)

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

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	18,539	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.

	Gal Omer 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 Omer Gal’s recent equity grant?

Nayax disclosed that Chief Legal Officer Omer Gal received a grant of 12,000 restricted stock units (RSUs). The award is a non-cash equity grant, recorded at $0.00 per share, and increases his direct holdings to a total of 18,539 Ordinary Shares after the grant.

How many Nayax (NYAX) RSUs were granted to CLO Omer Gal and at what price?

CLO Omer Gal was granted 12,000 restricted stock units (RSUs) for Nayax Ordinary Shares at a stated price of $0.00 per share. This indicates a compensation-related equity award rather than an open-market purchase or sale, with shares delivered upon future vesting dates.

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

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

Is Omer Gal’s Nayax (NYAX) Form 4 transaction an open-market stock purchase or sale?

The Form 4 reports a grant of 12,000 restricted stock units (RSUs), not an open-market trade. The transaction is coded as a grant or award acquisition at $0.00 per share, reflecting equity compensation rather than buying or selling shares on the market.

How many Nayax (NYAX) Ordinary Shares does Omer Gal hold after this RSU grant?

After the RSU grant, Omer Gal is reported to beneficially own 18,539 Nayax Ordinary Shares directly. This total includes shares underlying the 12,000 RSUs that were granted, which will only be delivered as they vest under the specified schedule.