Nayax: Harel reports 2.2% ordinary share stake

Harel says the reported shares are held for members of the public through subsidiaries with independent voting and investment decisions.

Available on EDGAR 11/02/2026 - 06:25 AM EST Accepted by SEC EDGAR 11/02/2026 - 06:25 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Nayax Ltd. is the issuer in an amended ownership disclosure by Harel Insurance Investments & Financial Services Ltd., which reports beneficial ownership of 836,550 ordinary shares, or 2.2% of the class. The percentage is based on 37,378,139 ordinary shares issued and outstanding as of March 24, 2026.

Harel says the shares are held for members of the public through funds, insurance policies and other listed investment vehicles managed by subsidiaries that make independent voting and investment decisions. Harel says the report is not an admission that it beneficially owns the shares. Alon Kaufman signed as Vice President.

Key Figures

Beneficially owned ordinary shares: 836,550 shares Percent of class: 2.2% Ordinary shares issued and outstanding: 37,378,139 shares +4 more

7 metrics

Beneficially owned ordinary shares 836,550 shares Reported by Harel Insurance Investments & Financial Services Ltd.

Percent of class 2.2% The percentage is based on ordinary shares issued and outstanding as of March 24, 2026.

Ordinary shares issued and outstanding 37,378,139 shares As of March 24, 2026; stated as the basis for the reported percentage.

Sole voting power 0 shares Reported by Harel.

Shared voting power 836,550 shares Reported by Harel.

Sole dispositive power 0 shares Reported by Harel.

Shared dispositive power 836,550 shares Reported by Harel.

Key Terms

beneficially owned, Shared Voting Power, Shared Dispositive Power, issued and outstanding

4 terms

beneficially owned financial

"Amount beneficially owned"

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 836,550.00"

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 836,550.00"

issued and outstanding financial

"37,378,139 Ordinary Shares issued and outstanding as of March 24, 2026"

Issued and outstanding refers to two related counts of a company's stock: "issued" is the total number of shares the company has created and ever sold, while "outstanding" is the number of those shares currently held by outside investors (issued shares minus any the company holds in its treasury). Investors use outstanding shares to calculate ownership percentages, voting power, earnings per share and market capitalization — think of issued shares as all slices baked and outstanding as the slices actually on the table for people to eat.

FAQ

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

How many NYAX shares did Harel report beneficially owning?

Harel Insurance Investments & Financial Services Ltd. reported beneficial ownership of 836,550 Nayax ordinary shares, equal to 2.2% of the class. The percentage is based on 37,378,139 ordinary shares issued and outstanding as of March 24, 2026.

Who holds Harel's reported NYAX shares?

Harel states that all 836,550 shares are held for members of the public through, among others, provident, mutual and pension funds, insurance policies and exchange-traded funds managed by its subsidiaries. It says the subsidiaries operate under independent management and make independent voting and investment decisions, and that the statement is not an admission that Harel beneficially owns the shares.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

NAYAX LTD.

(Name of Issuer)

Ordinary Shares, par value NIS 0.001 per share

(Title of Class of Securities)

M7S750159

(CUSIP Number)

09/30/2026

(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 836,550.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 836,550.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

836,550.00

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)

2.2 %

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 836,550 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:	11/02/2026