Nayax (NYAX) CFO has shares sold to satisfy RSU tax obligations

Rhea-AI Filing Summary

Nayax Ltd. reported that CFO Sagit Manor had 251 Ordinary Shares sold at $64.58 per share. According to the disclosure, these shares were withheld and sold by Nayax to satisfy tax withholding obligations triggered by the vesting of restricted share units, rather than a discretionary open-market sale by the CFO. After this tax-related sale, Manor directly held 47,272 Ordinary Shares.

Insider Trade Summary

Net Seller: 251 shares ($16,210)

Net Sell 1 txn

Insider Manor Sagit

Role CFO

Sold 251 shs ($16K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	251	$64.58	$16K

Holdings After Transaction: Ordinary Shares — 47,272 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold for tax withholding: 251 shares Sale price per share: $64.58 per share Shares held after transaction: 47,272 shares +1 more

4 metrics

Shares sold for tax withholding 251 shares Ordinary Shares sold on 2026-05-18 to satisfy tax withholding

Sale price per share $64.58 per share Average price for 251 Ordinary Shares sold

Shares held after transaction 47,272 shares CFO Sagit Manor’s direct Ordinary Share holdings following the sale

Net shares sold 251 shares Net change in reported holdings from this tax-related sale

Key Terms

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

4 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

"The shares sold represent shares withheld and sold by the Issuer"

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.

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^*

Manor Sagit

(Last) (First) (Middle)

3 ARIK EINSTEIN ST.

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)
	CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

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	05/18/2026		S(1)		251	D	$64.58	47,272	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

	Sagit Manor by: Oppenheimer Israel, as Attorney-in-fact	05/19/2026
	** 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) report for CFO Sagit Manor?

Nayax reported that 251 Ordinary Shares linked to CFO Sagit Manor were sold. The shares were withheld and sold by the company to cover tax obligations from vesting restricted share units, not a discretionary market trade by the executive.

Was the Nayax CFO’s reported Form 4 transaction an open-market sale?

The transaction is coded as a sale but functioned as tax withholding. Shares were withheld and sold by Nayax to satisfy tax obligations on vesting restricted share units, rather than a voluntary open-market sale initiated by the CFO.

How many Nayax shares were involved in the CFO’s tax-related sale?

The filing shows 251 Ordinary Shares were sold in connection with tax withholding. This small amount was used to cover taxes due when restricted share units vested, and does not represent a large position change for the CFO.

At what price were the Nayax shares for the CFO’s tax withholding sold?

The 251 Ordinary Shares were sold at an average price of $64.58 per share. This price reflects the transaction value used to satisfy the CFO’s tax obligations tied to the vesting of restricted share units, as disclosed in the filing.

How many Nayax shares does CFO Sagit Manor hold after the reported transaction?

After the tax-related share sale, CFO Sagit Manor directly holds 47,272 Ordinary Shares. This post-transaction holding figure provides context for the small size of the 251-share tax withholding sale reported in the Form 4 filing.

Why were Nayax shares sold in connection with the CFO’s restricted share units?

The shares were sold to cover tax withholding obligations arising when restricted share units vested. Companies commonly withhold and sell a portion of vested shares so executives can satisfy required taxes without providing separate cash.