Nayax CRO share sale tied to tax withholding

Nayax Ltd. CRO Oren Tepper reported a small share disposition tied to tax withholding.

Accepted by SEC EDGAR 03/31/2026 - 06:15 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Nayax Ltd. CRO Oren Tepper reported a small share disposition tied to tax withholding. On this Form 4, 74 Ordinary Shares were sold at $53.93 per share, and the footnote explains the shares were withheld and sold by the company to cover tax obligations from vesting restricted share units. After this transaction, Tepper directly holds 8,444 Ordinary Shares, indicating a routine, non-discretionary tax-related event rather than an open-market portfolio decision.

Insider Trade Summary

Net Seller: 74 shares

Net Sell 1 txn

Insider Tepper Oren

Role CRO

Sold 74 shs ($4K)

Share of Position Sold 0.87%

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	74	$53.93	$4K

Holdings After Transaction: Ordinary Shares — 8,444 shares (Direct)

Holdings Before and After: Ordinary Shares, 8,518 to 8,444 shares (Direct)

Other Insiders: 4 other insiders reported open-market sales of this stock in the 30 days up to this filing.

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: 74 shares Sale price: $53.93 per share Shares held after: 8,444 shares +1 more

4 metrics

Shares sold 74 shares Ordinary Shares sold to cover tax withholding

Sale price $53.93 per share Price for the 74 Ordinary Shares sold

Shares held after 8,444 shares Direct Nayax Ordinary Shares held by Tepper post-transaction

Net share change -74 shares Net effect of this tax-related disposition

Key Terms

restricted share units, tax withholding obligations, Ordinary Shares

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.

tax withholding obligations financial

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

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.

FAQ

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

What insider transaction did Nayax (NYAX) CRO Oren Tepper report?

Oren Tepper reported the sale of 74 Nayax Ordinary Shares. These shares were withheld and sold by the company to satisfy tax withholding obligations triggered by vesting restricted share units, making it a routine tax-related disposition, not a discretionary portfolio sale.

At what price were the Nayax (NYAX) shares sold in Oren Tepper's Form 4?

The 74 Nayax Ordinary Shares were sold at $53.93 per share. According to the filing, this sale reflects shares withheld and sold by the issuer solely to cover tax withholding obligations related to restricted share unit vesting, not an open-market trading decision.

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

After the transaction, Oren Tepper holds 8,444 Nayax Ordinary Shares directly. The sale of 74 shares to cover tax withholding is a very small portion of his position, suggesting a mechanical tax event rather than a significant change in his overall ownership stake.

Was Oren Tepper's Nayax (NYAX) share sale a routine tax withholding event?

Yes. The footnote states the sold shares were withheld and sold by Nayax to satisfy tax withholding obligations from vesting restricted share units. This indicates a standard compensation-related tax mechanism rather than a discretionary open-market sale by the executive.

What type of security is involved in Oren Tepper's Nayax (NYAX) Form 4 filing?

The filing involves Nayax Ordinary Shares connected to vesting restricted share units. When these RSUs vested, 74 resulting shares were withheld and sold by the issuer to meet tax withholding obligations, while Oren Tepper retained 8,444 Ordinary Shares afterward.

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

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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)
03/30/2026

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	03/30/2026		S(1)		74	D	$53.93	8,444	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 shares sold represent shares withheld and sold by the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted share units

	Oren Tepper by: Oppenheimer Israel, as Attorney-in-fact	03/31/2026
	** 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)