Nayax (NYAX) director reports small share sale to cover tax withholding

Rhea-AI Filing Summary

Nayax Ltd. director Eran Havshush reported an open-market sale of 19 Ordinary Shares at $67.57 per share. A footnote explains these shares were withheld and sold by the company to cover tax withholding obligations tied to vesting restricted share units. After this transaction, Havshush directly holds 681 Ordinary Shares.

Insider Trade Summary

Net Seller: 19 shares ($1,284)

Net Sell 1 txn

Insider Havshush Eran

Role null

Sold 19 shs ($1K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	19	$67.57	$1K

Holdings After Transaction: Ordinary Shares — 681 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 19 shares Sale price: $67.57 per share Shares held after transaction: 681 shares

3 metrics

Shares sold 19 shares Open-market sale on 2026-05-13

Sale price $67.57 per share Ordinary Shares transaction

Shares held after transaction 681 shares Director’s direct holdings post-sale

Key Terms

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

3 terms

restricted share units financial

"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.

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.

tax withholding obligations financial

"to satisfy tax withholding obligations in connection with the vesting"

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^*

Havshush Eran

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

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	05/13/2026		S(1)		19	D	$67.57	681	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

	Eran Havshush by: Oppenheimer Israel, as Attorney-in-fact	05/14/2026
	** 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 insider transaction did Nayax (NYAX) disclose in this Form 4?

Nayax disclosed that director Eran Havshush reported an open-market sale of 19 Ordinary Shares at $67.57 per share. The sale relates to shares withheld and sold to satisfy tax obligations on vesting restricted share units.

How many Nayax (NYAX) shares did the director sell and at what price?

Director Eran Havshush sold 19 Nayax Ordinary Shares at $67.57 per share. This was recorded as an open-market sale and is linked to tax withholding on restricted share unit vesting, according to the footnote disclosure.

Why were Nayax (NYAX) shares sold in this insider transaction?

The shares were sold to satisfy tax withholding obligations arising from the vesting of restricted share units. The filing states that the issuer withheld and sold these shares specifically to cover those tax obligations, rather than as a discretionary sale by the director.

How many Nayax (NYAX) shares does the director hold after the sale?

Following the reported transaction, director Eran Havshush directly holds 681 Nayax Ordinary Shares. This post-transaction balance is disclosed in the Form 4 and reflects holdings after the 19-share tax-related sale.

Is the Nayax (NYAX) insider sale part of compensation-related activity?

Yes. The filing explains the sold shares were tied to the vesting of restricted share units. They were withheld and sold by the issuer to meet tax withholding obligations, making this a compensation-related, tax-driven transaction rather than a typical discretionary share sale.