Nayax (NYAX) sees Harel report 5.7% passive institutional stake

Rhea-AI Filing Summary

Nayax Ltd received a Schedule 13G filing from Harel Insurance Investments & Financial Services Ltd reporting a significant passive stake. Harel reports beneficial ownership of 2,089,662 Ordinary Shares, representing 5.7% of Nayax’s ordinary shares, based on 36,938,171 Ordinary Shares outstanding as of May 29, 2025. The event date triggering the filing is January 14, 2026.

The filing states that all reported shares are held for members of the public through various funds and insurance products managed by Harel subsidiaries, which operate under independent management. Harel therefore disclaims beneficial ownership of these shares, even though it is deemed to have shared voting and dispositive power over the 2,089,662 shares and no sole voting or dispositive power. Harel also certifies that the securities are not held for the purpose of changing or influencing control of Nayax.

Insights

Institutional Ownership Analyst

Harel reports a 5.7% passive institutional stake in Nayax.

Harel Insurance Investments & Financial Services Ltd reports beneficial ownership of 2,089,662 Nayax ordinary shares, or 5.7% of the class, as of an outstanding base of 36,938,171 shares dated May 29, 2025. The filing date-of-event is January 14, 2026, suggesting this level of ownership was reached or crossed by that time.

The shares are held across provident funds, mutual funds, pension funds, insurance policies and exchange-traded funds managed by Harel subsidiaries. Those subsidiaries are described as having independent management and making independent voting and investment decisions, and Harel explicitly disclaims beneficial ownership even though it is deemed to have shared voting and dispositive power and no sole power over these shares.

The use of a Schedule 13G and the certification that the position is not held to change or influence control frame this as a passive institutional holding rather than an activist position. Future company filings may indicate whether this ownership percentage changes materially from the reported 5.7% level.

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)

01/14/2026

(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)

SCHEDULE 13G

CUSIP No. 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 2,089,662.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,089,662.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,089,662.00

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)

5.7 %

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 36,938,171 Ordinary Shares issued and outstanding as of May 29, 2025 (as reported by the Issuer in its Report on Form 6-K filed with the Securities and Exchange Commission on June 5, 2025).

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 2,089,662 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:	01/20/2026

FAQ

What ownership stake did Harel report in Nayax (NYAX)?

Harel Insurance Investments & Financial Services Ltd reported beneficial ownership of 2,089,662 Nayax ordinary shares, representing 5.7% of Nayax’s outstanding ordinary shares, based on 36,938,171 shares as of May 29, 2025.

When did Harel’s Nayax (NYAX) ownership trigger this Schedule 13G filing?

The date of the event requiring the Schedule 13G filing is January 14, 2026, as stated on the cover page of the document.

Does Harel claim full beneficial ownership of its Nayax (NYAX) shares?

No. The filing explains that the 2,089,662 shares are held for members of the public through various funds and insurance products managed by Harel subsidiaries, and it states that the filing should not be construed as an admission that Harel is the beneficial owner of any of these shares.

What voting and dispositive power does Harel report over Nayax (NYAX) shares?

Harel reports 0 shares with sole voting and sole dispositive power, and 2,089,662 shares with shared voting and shared dispositive power, reflecting the structure where its managed entities hold the securities.

Is Harel’s Nayax (NYAX) position passive or intended to influence control?

The Schedule 13G includes a certification that the securities were not acquired and are not held for the purpose of changing or influencing control of Nayax and are not held in connection with any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

What type of securities does Harel hold in Nayax (NYAX)?

The filing relates to Ordinary Shares of Nayax Ltd, par value NIS 0.001 per share, identified by CUSIP M7S750159.