### 4 - PRIMARY DOCUMENT
SEC FORM
4 SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 | OMB APPROVAL |
OMB Number: | 3235-0287 |
Estimated average burden |
hours per response: | 0.5 |
|
|
|
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
|
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person * Ben-Avi David |
(Last) | (First) | (Middle) |
C/O NAYAX LTD. |
3 ARIK EINSTEIN |
(Street) HERZLIYA | | 4659071 |
(City) | (State) | (Zip) |
ISRAEL
|
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Nayax Ltd.
[ NYAX ]
| 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable) X | Director | | 10% Owner |
X | Officer (give title below) | | Other (specify below) |
| CTO and Co Founder | | |
|
2a. Foreign Trading Symbol
|
3. Date of Earliest Transaction
(Month/Day/Year)
05/28/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
X | Form filed by One Reporting Person |
| Form filed by More than One Reporting Person |
|
4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
| 2. Transaction Date
(Month/Day/Year) | 2A. Deemed Execution Date, if any
(Month/Day/Year) | 3. Transaction Code (Instr.
8)
| 4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
| 5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
| 6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
| 7. Nature of Indirect Beneficial Ownership (Instr.
4)
|
Code | V | Amount | (A) or (D) | Price |
Ordinary Shares | 05/28/2026 | | S | | 13,596 | D | $ 74.93 (1) | 6,604,308 | D | |
Ordinary Shares | 05/29/2026 | | S | | 16,590 | D | $ 76.48 (1) | 6,587,718 | D | |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
1. Title of Derivative Security (Instr.
3)
| 2. Conversion or Exercise Price of Derivative Security
| 3. Transaction Date
(Month/Day/Year) | 3A. Deemed Execution Date, if any
(Month/Day/Year) | 4. Transaction Code (Instr.
8)
| 5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
| 6. Date Exercisable and Expiration Date
(Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
| 8. Price of Derivative Security (Instr.
5)
| 9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
| 10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
| 11. Nature of Indirect Beneficial Ownership (Instr.
4)
|
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. The reported price is a weighted average price. These shares were sold in transactions on the Tel Aviv Stock Exchange in New Israeli Shekels (ILS) and have been converted to U.S. Dollars (USD) using the exchange rate in effect on the transaction date. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request |
| /s/ Meirav Shemesh on behalf of Oppenheimer Israel, as Attorney-in-fact | 06/01/2026 |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
* Form 4: SEC 1474 (03-26) |
### 4 - PRIMARY DOCUMENT
X0609
4
2026-05-28
0
0001901279
Nayax Ltd.
NYAX
0002000237
Ben-Avi David
true
C/O NAYAX LTD.
3 ARIK EINSTEIN
HERZLIYA
L3
4659071
ISRAEL
1
1
0
0
CTO and Co Founder
0
Ordinary Shares
2026-05-28
4
S
0
13596
74.93
D
6604308
D
Ordinary Shares
2026-05-29
4
S
0
16590
76.48
D
6587718
D
The reported price is a weighted average price. These shares were sold in transactions on the Tel Aviv Stock Exchange in New Israeli Shekels (ILS) and have been converted to U.S. Dollars (USD) using the exchange rate in effect on the transaction date. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request
/s/ Meirav Shemesh on behalf of Oppenheimer Israel, as Attorney-in-fact
2026-06-01