Nayax President granted 12,000 RSUs

Sharir Keren reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Sharir Keren reported acquisition or exercise transactions in this Form 4 filing.

Nayax Ltd. President Sharir Keren reported an equity compensation grant on Ordinary Shares. He was awarded 12,000 restricted stock units (RSUs), each representing a contingent right to receive one Nayax ordinary share at no purchase price. Following this grant, his directly held Ordinary Shares total 26,876. According to the vesting terms, 3,500 RSUs vest after 20 days on 05/30/2026, and the remaining 8,500 vest in four equal annual installments on March 15 of each year, subject to his continued service with the company or its subsidiaries. This is a compensation-related award rather than an open-market share purchase.

Insider Trade Summary

Grant/Award: 12,000 shares

Grant/Award 1 txn

Insider Sharir Keren

Role President

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

Holdings After Transaction: Ordinary Shares — 26,876 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

RSU grant size: 12,000 RSUs Post-grant holdings: 26,876 Ordinary Shares Initial vesting tranche: 3,500 RSUs +2 more

5 metrics

RSU grant size 12,000 RSUs Equity award to President on 05/10/2026

Post-grant holdings 26,876 Ordinary Shares Directly held after transaction

Initial vesting tranche 3,500 RSUs Vest after 20 days on 05/30/2026

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

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

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 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.

Ordinary Shares financial

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

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.

FAQ

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

What insider transaction did Nayax (NYAX) report for Sharir Keren?

Nayax reported that President Sharir Keren received a grant of 12,000 restricted stock units. Each RSU represents a contingent right to one Ordinary Share, awarded as equity compensation rather than an open-market stock purchase, increasing his directly held Ordinary Shares to 26,876 after the grant.

How do the 12,000 RSUs granted to Nayax (NYAX) President vest?

The 12,000 RSUs granted to the President vest over time. 3,500 RSUs vest after 20 days on 05/30/2026, and the remaining 8,500 vest in four equal annual installments on March 15, conditioned on his continued service with Nayax or its subsidiaries through each vesting date.

Is the Nayax (NYAX) Form 4 transaction an open-market buy or a compensation grant?

The Form 4 transaction is a compensation-related grant, not an open-market purchase. The filing shows code “A” for grant or award, with 12,000 RSUs at a reported price of 0.0000 per share, reflecting an equity award provided by Nayax to its President as part of compensation.

What are Sharir Keren’s reported Nayax (NYAX) Ordinary Share holdings after the RSU grant?

After the reported grant, President Sharir Keren’s directly held Nayax Ordinary Shares total 26,876. This figure comes from the post-transaction holdings field in the filing and reflects his direct ownership position in Ordinary Shares immediately following the equity award transaction.

What conditions apply to the vesting of Nayax (NYAX) RSUs granted to the President?

The RSUs vest only if the President continues serving Nayax or its subsidiaries through each vesting date. 3,500 RSUs vest on 05/30/2026, while 8,500 vest in four equal annual installments on March 15, making continued service a key requirement for earning the shares.

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

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Accepted by SEC EDGAR 05/12/2026 - 10:40 AM 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^*

Sharir Keren

(Last) (First) (Middle)

ARIK EINSTEIN 3

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)
	President

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	26,876	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.

	Keren Sharir 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)