Harel Insurance (NYAX) discloses 1.96M Nayax shares under shared control

Rhea-AI Filing Summary

Harel Insurance Investments & Financial Services Ltd. reports beneficial ownership of 1,964,739 Ordinary Shares of Nayax Ltd., representing 5.3% of the Ordinary Shares outstanding. These holdings are managed for public investors through various funds and insurance products run by Harel subsidiaries.

Harel reports 0 shares with sole voting or dispositive power and 1,964,739 shares with shared voting and dispositive power. The 5.3% ownership is calculated based on 37,378,139 Ordinary Shares outstanding as of March 24, 2026. Harel states this should not be viewed as an admission that it is the beneficial owner of these shares.

Key Figures

Shares beneficially owned: 1,964,739 Ordinary Shares Ownership percentage: 5.3% Shares outstanding: 37,378,139 Ordinary Shares +3 more

6 metrics

Shares beneficially owned 1,964,739 Ordinary Shares Reported as beneficially owned by Harel Insurance Investments & Financial Services Ltd.

Ownership percentage 5.3% Percentage of Nayax Ltd Ordinary Shares class based on issuer data as of March 24, 2026

Shares outstanding 37,378,139 Ordinary Shares Issued and outstanding as of March 24, 2026, per Nayax Ltd report

Shared voting power 1,964,739.00 Shares over which Harel reports shared power to vote or direct the vote

Shared dispositive power 1,964,739.00 Shares over which Harel reports shared power to dispose or direct disposition

Event date 06/30/2026 Date of event requiring the filing, referenced in the cover information

Key Terms

beneficially owned, shared voting power, shared dispositive power, dispositive power, +1 more

5 terms

beneficially owned financial

"All of the 1,964,739 Ordinary Shares reported in this Statement as beneficially owned by the Reporting Person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power financial

"Shared Voting Power 1,964,739.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 1,964,739.00"

dispositive power financial

"Sole Dispositive Power 0.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Ordinary Shares financial

"Ordinary Shares, par value NIS 0.001 per share"

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.

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

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Available on EDGAR 07/29/2026 - 06:20 AM Accepted by SEC EDGAR 07/29/2026 - 06:19 AM Learn about SEC filing dates

FAQ

What percentage of Nayax Ltd (NYAX) shares does Harel Insurance hold?

Harel Insurance Investments & Financial Services Ltd. reports beneficial ownership of 5.3% of Nayax Ltd.’s Ordinary Shares, based on 37,378,139 shares outstanding as of March 24, 2026.

How many Nayax Ltd (NYAX) shares are reported as beneficially owned by Harel?

Harel reports beneficial ownership of 1,964,739 Ordinary Shares of Nayax Ltd., held for members of the public through various funds, insurance policies, and exchange traded products managed by its subsidiaries.

Does Harel have sole or shared voting power over its Nayax Ltd (NYAX) shares?

Harel reports 0 shares with sole voting power and 1,964,739 shares with shared voting power, reflecting that voting decisions are made by independently managed subsidiaries.

What is the sole and shared dispositive power of Harel over Nayax Ltd (NYAX) shares?

Harel reports 0 shares with sole dispositive power and 1,964,739 shares with shared dispositive power, indicating disposal decisions are made collectively through its independently managed subsidiaries.

On what share count is Harel’s 5.3% ownership in Nayax Ltd (NYAX) based?

The 5.3% ownership figure is based on 37,378,139 Ordinary Shares of Nayax Ltd. issued and outstanding as of March 24, 2026, as reported by the issuer.

Does Harel Insurance consider itself the beneficial owner of Nayax Ltd (NYAX) shares?

Harel states the shares are held for public investors via funds and policies managed by subsidiaries and that this filing should not be construed as an admission it is the beneficial owner of the Ordinary Shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Nayax Ltd

(Name of Issuer)

Ordinary Shares, par value NIS 0.001 per share

(Title of Class of Securities)

M7S750159

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): M7S750159

1

Names of Reporting Persons

Harel Insurance Investments & Financial Services Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,964,739.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,964,739.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,964,739.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.3 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: * With regard to the date of event that requires filing, see the explanatory note in Item 4. With regard to Rows (6), (8) and (9), please see Item 4. Row (11) is based on 37,378,139 Ordinary Shares issued and outstanding as of March 24, 2026 (as reported by the Issuer in its Report on Form 6-K filed with the Securities and Exchange Commission on March 19, 2026).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Nayax Ltd
(b)	Address of issuer's principal executive offices: 3 Arik Einstein Street, Building B, 1st Floor, Herzliya, Israel, 4659071
Item 2.
(a)	Name of person filing: Harel Insurance Investments & Financial Services Ltd.
(b)	Address or principal business office or, if none, residence: 3 Aba Hillel Street, Ramat Gan 52118, Israel
(c)	Citizenship: Israel
(d)	Title of class of securities: Ordinary Shares, par value NIS 0.001 per share
(e)	CUSIP No.: M7S750159
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: All of the 1,964,739 Ordinary Shares reported in this Statement as beneficially owned by the Reporting Person are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of the Reporting Person, each of which subsidiaries operates under independent management and makes independent voting and investment decisions. Consequently, this Statement shall not be construed as an admission by the Reporting Person that it is the beneficial owner of any of the Ordinary Shares covered by this Statement.
(b)	Percent of class: See Row (11) of the cover page of the Reporting Person above.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: See Row (6) of the cover page of the Reporting Person above and note in Item 4 above.
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: See Row (8) of the cover page of the Reporting Person above and note in Item 4 above.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Harel Insurance Investments & Financial Services Ltd.

Signature:	/s/ Alon Kaufman
Name/Title:	Alon Kaufman/Vice President
Date:	07/28/2026