Phoenix Financial Ltd. (NYAX) reports 4.87% beneficial stake in Nayax ordinary shares

Rhea-AI Filing Summary

Phoenix Financial Ltd., through various subsidiaries, reports beneficial ownership of 1,784,118.84 ordinary shares of Nayax Ltd., equal to 4.87% of the class, based on 36,607,407 shares outstanding as of August 9, 2026. All holdings relate to Nayax ordinary shares with a par value of NIS 0.001.

The shares are held across multiple vehicles, including a partnership for Israeli shares, an index partnership, Phoenix "nostro" accounts, Phoenix Investments House trust funds, and linked insurance policies. Phoenix and its subsidiaries state that each subsidiary makes independent voting and investment decisions and that they disclaim beneficial ownership beyond their actual pecuniary interest, as well as any admission that a group exists under Section 13(d).

Key Figures

Beneficially owned shares: 1,784,118.84 shares Percent of class: 4.87% Shares outstanding: 36,607,407 shares +4 more

7 metrics

Beneficially owned shares 1,784,118.84 shares Total Nayax ordinary shares beneficially owned by Phoenix Financial Ltd. subsidiaries

Percent of class 4.87% Portion of Nayax ordinary shares represented by Phoenix’s beneficial holdings

Shares outstanding 36,607,407 shares Nayax ordinary shares outstanding as of August 9, 2026, used for ownership calculation

Partnership for Israeli shares 994,111 shares (2.72%) Nayax ordinary shares beneficially owned by the partnership for Israeli shares

Phoenix Investments House trust funds 699,718.84 shares (1.91%) Nayax ordinary shares held by Phoenix Investments House trust funds

Linked insurance policies 46,695 shares (0.13%) Nayax ordinary shares held via linked insurance policies of Phoenix

Shared voting power 1,784,118.84 shares Shares over which Phoenix reports shared voting power and zero sole voting power

Key Terms

beneficial ownership, dispositive power, pecuniary interest, nostro accounts, +2 more

6 terms

beneficial ownership financial

"the beneficial ownership of the securities reported herein is described in Item 4(a)"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

dispositive power financial

"Sole Dispositive Power 0.00 6 | Shared Dispositive Power 1,784,118.84"

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.

pecuniary interest financial

"disclaims any beneficial ownership of the securities covered by this report in excess of their actual pecuniary interest"

nostro accounts financial

"40,960 ordinary shares ... beneficially owned by The Phoenix "nostro" accounts"

linked insurance policies financial

"46,695 ordinary shares ... beneficially owned by Linked insurance policies of Phoenix"

Section 13(d) regulatory

"that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934"

FAQ

What percentage of Nayax Ltd. (NYAX) is held by Phoenix Financial Ltd.?

Phoenix Financial Ltd. reports beneficial ownership of 4.87% of Nayax Ltd.’s ordinary shares, representing 1,784,118.84 shares. This percentage is calculated based on 36,607,407 Nayax ordinary shares outstanding as of August 9, 2026, as cited in the report.

How many Nayax (NYAX) shares does each Phoenix-related entity beneficially own?

The holdings include 994,111 shares by a partnership for Israeli shares, 2,634 by an index partnership, 40,960 by Phoenix “nostro” accounts, 699,718.84 by Phoenix Investments House trust funds, and 46,695 by linked insurance policies, all as of August 5, 2026.

What voting and dispositive powers does Phoenix Financial Ltd. report over Nayax (NYAX) shares?

Phoenix Financial Ltd. reports zero sole voting and dispositive power and 1,784,118.84 shares of shared voting and shared dispositive power. These powers are attributed to various subsidiaries, each of which is said to make independent voting and investment decisions.

How is the Nayax (NYAX) ownership of Phoenix subsidiaries structured?

The Nayax shares are beneficially owned by various majority or wholly owned subsidiaries of Phoenix Financial Ltd. These subsidiaries manage their own or clients’ funds, including exchange-traded notes, insurance policies, pension and provident funds, mutual funds, and portfolio management accounts, operating under independent management.

Does Phoenix Financial Ltd. claim to be part of a group regarding Nayax (NYAX) ownership?

Phoenix Financial Ltd. and its subsidiaries explicitly disclaim that a group exists for Section 13(d) purposes. They also disclaim beneficial ownership of any Nayax ordinary shares beyond their actual pecuniary interest, stating that the report should not be construed as an admission of broader ownership.

Why does Phoenix Financial Ltd. say it owns 5 percent or less of Nayax (NYAX)?

The report classifies Phoenix Financial Ltd.’s position as ownership of 5 percent or less of Nayax’s ordinary shares. With 4.87% beneficial ownership, Phoenix falls under this threshold, which is specifically noted under the section addressing ownership of 5 percent or less of a class.

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Available on EDGAR 08/11/2026 - 02:35 PM Accepted by SEC EDGAR 08/11/2026 - 02:34 PM Learn about SEC filing dates

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)

08/05/2026

(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

Phoenix Financial 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 1,784,118.84
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,784,118.84

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,784,118.84

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)

4.87 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: With regard to rows (6), (8), (9) and (11), the beneficial ownership of the securities reported herein is described in Item 4(a). Row (11) is Based on 36,607,407 Ordinary Shares outstanding as of August 9, 2026 (as reported on Bloomberg LP).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Nayax Ltd.
(b)	Address of issuer's principal executive offices: 3 Arik Einstein Street, Bldg. B, 1st Floor, Herzeliya, Israel, 4659071.
Item 2.
(a)	Name of person filing: Phoenix Financial Ltd. The securities reported herein are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of Phoenix Financial Ltd. (the "Subsidiaries"). The Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions.
(b)	Address or principal business office or, if none, residence: The address of the Phoenix Financial Ltd. is Derech Hashalom 53, Givataim, 53454, Israel.
(c)	Citizenship: Phoenix Financial Ltd. - 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: See row 9 of cover page of each reporting person. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by either the Filing Persons or Subsidiaries that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each reporting person disclaims the existence of any such group. In addition, each of the Filing Persons and Subsidiaries disclaims any beneficial ownership of the securities covered by this report in excess of their actual pecuniary interest therein. This Statement shall not be construed as an admission by the Filing Persons or Subsidiaries that they are the beneficial owners of any of the Ordinary Shares covered by this Statement. As of August 5, 2026, the securities reported herein were held as follows: 994,111 ordinary shares (representing 2.72% of the total ordinary shares outstanding) beneficially owned by Partnership for Israeli shares (1). 2,634 ordinary shares (representing 0.01% of the total ordinary shares outstanding) beneficially owned by Partnership for investing in shares indexes (1). 40,960 ordinary shares (representing 0.11% of the total ordinary shares outstanding) beneficially owned by The Phoenix "nostro" accounts. 699,718.84 ordinary shares (representing 1.91% of the total ordinary shares outstanding) beneficially owned by The Phoenix Investments House - trust funds. 46,695 ordinary shares (representing 0.13% of the total ordinary shares outstanding) beneficially owned by Linked insurance policies of Phoenix. (1) All ownership rights in this partnership belong to companies that are part of Phoenix Group. The amount of ownership rights held by such companies in the partnership changes frequently according to a mechanism provided in the partnership agreement.
(b)	Percent of class: See row 11 of cover page of each reporting person
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See row 5 of cover page of each reporting person
	(ii) Shared power to vote or to direct the vote: See row 6 of cover page of each reporting person and note in Item 4(a) above
	(iii) Sole power to dispose or to direct the disposition of: See row 7 of cover page of each reporting person
	(iv) Shared power to dispose or to direct the disposition of: See row 8 of cover page of each reporting person and note in Item 4(a) above
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
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.

Phoenix Financial Ltd.

Signature:	/s/ Eli Schwartz
Name/Title:	Vice President - Chief Financial Officer
Date:	08/11/2026

Signature:	/s/ Haggai Schreiber
Name/Title:	Executive Vice President - Chief Investment Officer
Date:	08/11/2026

Comments accompanying signature: Signature duly authorized by resolution of the Board of Directors, notice of which is attached as Exhibit 1 to this Schedule 13G.

Exhibit Information

Exhibit 1 - Notice of resolution of the Board of Directors of Phoenix Financial Ltd., dated as of December 12, 2019 (incorporated herein by reference to Exhibit 1 to the Schedule 13G filed on May 27, 2026).