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Nayax Ltd. (NYAX) is the issuer in a Schedule 13G reporting that Migdal Insurance & Financial Holdings Ltd. beneficially owned 1,917,703.30 ordinary shares as of November 5, 2026, equal to 5.03% of the class. The report lists shared voting and dispositive power over those shares and attributes the holdings to Migdal subsidiaries. The percentage is based on 38,118,105 ordinary shares outstanding as of November 8, 2026; the subsidiaries are described as independently making voting and investment decisions.
Key Figures
Beneficial ownership:1,917,703.30 ordinary sharesOwnership of class:5.03%Migdal Sal Domestic Equities beneficial ownership:1,340,068.10 ordinary shares+2 more
5 metrics
Beneficial ownership1,917,703.30 ordinary sharesReported as of November 5, 2026; shared voting and dispositive power
Ownership of class5.03%Based on 38,118,105 ordinary shares outstanding as of November 8, 2026
Migdal Sal Domestic Equities beneficial ownership1,340,068.10 ordinary shares3.52% of ordinary shares outstanding as of November 5, 2026
Migdal Mutual Funds Ltd. beneficial ownership577,635.20 ordinary shares1.52% of ordinary shares outstanding as of November 5, 2026
Ordinary shares outstanding38,118,105 sharesAs of November 8, 2026; basis for the reported 5.03% ownership figure
"beneficial ownership of the securities reported herein"
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.
shared voting powerregulatory
"Shared Voting Power 1,917,703.30"
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 powerregulatory
"Shared Dispositive Power 1,917,703.30"
pecuniary interestregulatory
"disclaims any beneficial ownership ... in excess of their actual pecuniary interest"
Section 13(d) groupregulatory
"disclaims the existence of any such group"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many NYAX shares does Migdal report owning?
Migdal Insurance & Financial Holdings Ltd. reported beneficial ownership of 1,917,703.30 Nayax ordinary shares as of November 5, 2026, representing 5.03% of the class.
Which Migdal subsidiaries held NYAX shares?
As of November 5, 2026, Migdal Sal Domestic Equities beneficially owned 1,340,068.10 shares (3.52%), and Migdal Mutual Funds Ltd. beneficially owned 577,635.20 shares (1.52%).
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)
11/05/2026
(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
Migdal Insurance & Financial Holdings 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
1,917,703.30
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,917,703.30
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,917,703.30
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)
5.03 %
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 38,118,105 Ordinary Shares outstanding as of November 8, 2026 (as reported on Bloomberg LP).
Migdal Insurance & Financial Holdings Ltd.
The securities reported herein are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of Migdal Insurance & Financial Holdings Ltd. (the "Subsidiaries"), such as Migdal Insurance Company Ltd., Migdal Sal Domestic Equities, Migdal Makefet Pension & Provident Funds Ltd., and Migdal Mutual Funds Ltd.. The Subsidiaries manage their own funds and/or the funds of others, including for holders of various insurance policies, members of pension or provident funds, unit holders of mutual funds, portfolio management clients and their nostro accounts. 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:
Migdal Insurance & Financial Holdings 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. The economic interest or beneficial ownership in a portion of the securities covered by this Statement (including the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities) is held for the benefit of insurance policy holders, the owners of portfolio accounts, or the members of the provident funds or pension funds, as the case may be. 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 November 5, 2026, the securities reported herein were held as follows:
- 1,340,068.10 ordinary shares (representing 3.52% of the total ordinary shares outstanding) beneficially owned by Migdal Sal Domestic Equities (1);
- 577,635.20 ordinary shares (representing 1.52% of the total ordinary shares outstanding) beneficially owned by Migdal Mutual Funds Ltd..
(1) All ownership rights in this partnership belong to companies that are part of Migdal 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.
