SEC FORM 3

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SEC 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^*

Nechmad Yair

(Last)

(First)

(Middle)

C/O NAYAX LTD.

3 ARIK EINSTEIN

(Street)

HERZLIYA

4659071

(City)

(State)

(Zip)

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

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and Co Founder & Chairman

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

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	1,406,075⁽¹⁾	I	Held by Yair Nechmad Ltd.
Ordinary Shares	7,059,930⁽²⁾	D
Ordinary Shares	33,512⁽³⁾	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)
Warrants (Right to Buy)	03/09/2025	03/31/2027	Ordinary Shares	286,135⁽⁴⁾	$56.896⁽⁵⁾	D
Stock Option (Right to Buy)	03/08/2022⁽⁶⁾	03/08/2027	Ordinary Shares	75,000	$33.7079⁽⁷⁾	D
Stock Option (Right to Buy)	03/04/2025⁽⁸⁾	03/04/2030	Ordinary Shares	75,000	$33.7079⁽⁹⁾	D
Stock Option (Right to Buy)	03/08/2022⁽¹⁰⁾	03/08/2027	Ordinary Shares	70,000	$33.7079⁽¹¹⁾	D
Stock Option (Right to Buy)	03/04/2025⁽¹²⁾	03/04/2030	Ordinary Shares	15,605	$33.7079⁽¹³⁾	D

Explanation of Responses:

1. The shares were originally acquired as Founder Shares

2. The shares were originally acquired as Founder Shares

3. The Shares reported herein were purchased in the open market

4. The reported securities represent Series 1 Warrants issued by the Company in connection with its 2025 offering of Series A Notes and Warrants. The Warrants are listed for trading on the Tel Aviv Stock Exchange

5. Each Warrant is exercisable for one Ordinary Share at an exercise price of NIS 177.80, subject to adjustments based on changes in the NIS-to-USD exchange rate.

6. The Stock Options are Fully vested and immediately exercisable

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 Stock Options are Fully vested and immediately exercisable

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

10. The Stock Options are Fully vested and immediately exercisable

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

12. The Stock Options are Fully vested and immediately exercisable

13. 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 Persons 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.

	Yair Nechmad 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.