SEC FORM 3

SEC FORM 3SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Sever Michal

(Last)

(First)

(Middle)

3 ARIK EINSTEIN

BUILDING B FLOOR 1

(Street)

HERZLIYA

(City)

(State)

(Zip)

ISRAEL

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2026

3. Issuer Name and Ticker or Trading Symbol
Nayax Ltd. [ NYAX ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CMO

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	191⁽¹⁾	D
Ordinary Shares	685⁽²⁾	D
Ordinary Shares	1,000⁽³⁾	D
Ordinary Shares	1,703⁽⁴⁾	D
Ordinary Shares	1,762⁽⁵⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	03/28/2023⁽⁶⁾	03/28/2027	Ordinary Shares	3,437	$21.352⁽⁷⁾	D
Stock Option (Right to Buy)	03/30/2025⁽⁸⁾	03/28/2027	Ordinary Shares	1,563	$21.352⁽⁹⁾	D

Explanation of Responses:

1. These shares were issued upon vesting of previously granted RSU's

2. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/26/2024 ) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

3. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest in ten equal quarterly installments commencing on 03/26/2025 subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

4. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (02/27/2025 ) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

5. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one share of ordinary stock of Nayax Ltd. (the "Company"). The RSUs vest 25% on the first year (06/03/2026) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

6. The Options vest 25% on the first year (03/28/2023 ) and the remaining 75% vest in twelve equal quarterly installments over a three-year period, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

7. The exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant date.

8. The Options five equal quarterly installments commencing on 03/30/2025, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.

9. The exercise price is denominated in New Israeli Shekels. The U.S. dollar amount reported reflects the exchange rate on the grant date.

Remarks:

This Form 3 is being filed to report the Reporting Person's beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934.

	Michal Sever by: Oppenheimer Israel, as Attorney-in-fact	03/16/2026
	** 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 5 (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 3: SEC 1473 (03-26)

SEC Form 3 filed by new insider Sever Michal