Phoenix Financial (NASDAQ: NYAX) reports 5.32% stake in Nayax Ltd.

Rhea-AI Filing Summary

Phoenix Financial Ltd. reports beneficial ownership of 1,947,957.84 ordinary shares (5.32%) of Nayax Ltd. The percentage is based on 36,607,407 ordinary shares outstanding as of May 13, 2026.

The filing breaks the holding down as of May 12, 2026: 1,206,079 shares held by Partnership for Israeli shares; 3,916 shares by Partnership for investing in shares indexes; 53,414 shares in Phoenix "nostro" accounts; 635,051.84 shares in The Phoenix Investments House - trust funds; and 49,497 shares in linked insurance policies. Signatures from Phoenix Financial officers attest to the statement.

Key Figures

Total shares reported: 1,947,957.84 shares Percent of class: 5.32% Shares outstanding (base): 36,607,407 shares +5 more

8 metrics

Total shares reported 1,947,957.84 shares Shared voting/dispositive power reported on cover

Percent of class 5.32% Based on 36,607,407 ordinary shares outstanding as of May 13, 2026

Shares outstanding (base) 36,607,407 shares Outstanding as of <date>May 13, 2026</date>

Partnership for Israeli shares 1,206,079 shares Held by partnership (as of May 12, 2026)

The Phoenix Investments House - trust funds 635,051.84 shares Held by trust funds (as of May 12, 2026)

Phoenix nostro accounts 53,414 shares Held in nostro accounts (as of May 12, 2026)

Linked insurance policies 49,497 shares Held by linked insurance policies (as of May 12, 2026)

Index partnership holding 3,916 shares Partnership for investing in share indexes (as of May 12, 2026)

Key Terms

beneficially owned, shared dispositive power, Schedule 13G

3 terms

beneficially owned regulatory

"As of May 12, 2026, the securities reported herein were held as follows: 1,206,079 ordinary shares (representing 3.29%) beneficially owned by Partnership"

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 dispositive power regulatory

"Shared Dispositive Power 1,947,957.84"

Schedule 13G regulatory

"Item 1. (a) Name of issuer: Nayax Ltd. ... This Statement shall not be construed as an admission by the Filing Persons"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Nayax Ltd.

(Name of Issuer)

Ordinary shares, par value NIS 0.001 per share

(Title of Class of Securities)

M7S750159

(CUSIP Number)

05/12/2026

(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 1,947,957.84
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,947,957.84

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,947,957.84

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)

5.32 %

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 May 13, 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 Number(s): 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 May 12, 2026, the securities reported herein were held as follows: 1,206,079 ordinary shares (representing 3.29% of the total ordinary shares outstanding) beneficially owned by Partnership for Israeli shares (1). 3,916 ordinary shares (representing 0.01% of the total ordinary shares outstanding) beneficially owned by Partnership for investing in shares indexes (1). 53,414 ordinary shares (representing 0.15% of the total ordinary shares outstanding) beneficially owned by The Phoenix "nostro" accounts. 635,051.84 ordinary shares (representing 1.73% of the total ordinary shares outstanding) beneficially owned by The Phoenix Investments House - trust funds. 49,497 ordinary shares (representing 0.14% 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.
	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.

Phoenix Financial Ltd.

Signature:	/s/ Eli Schwartz
Name/Title:	Vice President - Chief Financial Officer
Date:	05/27/2026

Signature:	/s/ Haggai Schreiber
Name/Title:	Executive Vice President - Chief Investment Officer
Date:	05/27/2026

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.

FAQ

What stake does Phoenix Financial report in Nayax (NYAX)?

Phoenix Financial reports a 5.32% stake in Nayax. The filing states 1,947,957.84 ordinary shares representing 5.32% based on 36,607,407 shares outstanding as of May 13, 2026.

How is Phoenix Financial's 1,947,957.84-share holding allocated?

The holding is split across Phoenix-managed vehicles. As of May 12, 2026 allocations include 1,206,079, 635,051.84, 53,414, 49,497, and 3,916 shares across partnerships, trust funds, nostro accounts, and insurance policies.

What dates anchor the ownership figures in the Schedule 13G filing?

The filing uses two close dates: May 12 and May 13, 2026. Holdings are reported "as of" May 12, 2026, while the outstanding-share base (36,607,407) is stated as of May 13, 2026.

Who signed the Schedule 13G for Phoenix Financial Ltd.?

Two Phoenix Financial officers signed the filing. The signature block lists Eli Schwartz (Vice President - CFO) and Haggai Schreiber (Executive VP - CIO) dated May 27, 2026 and references an Exhibit resolution.

Does Phoenix Financial claim a group or consolidated beneficial ownership?

Phoenix Financial disclaims any group status and limits beneficial ownership claims. The filing states subsidiaries make independent voting and investment decisions and disclaims any admission that a group exists under Section 13(d).