SCHEDULE: Phoenix Financial Boosts Nayax Stake to 4.87%

Phoenix Financial Ltd. has increased its beneficial ownership of Nayax Ltd. ordinary shares to 4.87%, acquiring an additional 1,784,118.84 shares.

Summary

• Phoenix Financial Ltd. (and its subsidiaries) has amended its Schedule 13G filing to report an increased beneficial ownership of Nayax Ltd. ordinary shares.
• The total number of shares beneficially owned is 1,784,118.84, representing 4.87% of the total outstanding ordinary shares.
• This increase is based on information as of August 5, 2026, with the total outstanding shares reported as 36,607,407 as of August 9, 2026.
• The filing clarifies that the securities are held by various direct or indirect, majority or wholly-owned subsidiaries of Phoenix Financial Ltd.
• Each subsidiary manages its own funds and makes independent voting and investment decisions.
• Phoenix Financial Ltd. disclaims the existence of a group for Section 13(d) purposes and beneficial ownership beyond its actual pecuniary interest.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, reflecting a significant but not controlling stake in Nayax Ltd. by Phoenix Financial Ltd., indicating sustained investor interest without immediate implications for control.

Positives

• Phoenix Financial Ltd. has increased its investment in Nayax Ltd., signaling continued confidence in the company's prospects.
• The increased stake to 4.87% represents a substantial holding, indicating significant investor interest.

Negatives

• The filing does not provide specific reasons for the increased share acquisition, leaving the strategic intent open to interpretation.

Risks

• The ownership structure involves multiple subsidiaries, each making independent decisions, which could lead to fragmented voting or investment strategies.
• The disclaimer regarding beneficial ownership beyond pecuniary interest and the denial of a 'group' formation suggests a cautious approach to regulatory scrutiny.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding future share acquisitions or strategic plans for Nayax Ltd.

Management Comments

• 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.
• 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.

Industry Context

StockSavvy.ai notes that Schedule 13G filings typically indicate passive investment stakes. Phoenix Financial Ltd.'s increased holding to just under 5% suggests a significant but non-controlling interest, common among institutional investors seeking exposure to growing technology or payment processing companies like Nayax Ltd. without triggering active control reporting requirements.

Comparison to Industry Standards

• Institutional investors often build stakes in companies like Nayax Ltd. to reach between 5% and 10% before considering more active engagement or further significant increases.
• A 4.87% stake is a substantial position, comparable to other institutional holdings in mid-cap technology firms, but below the threshold that typically signals an intent to influence control (usually 10% or more).

Stakeholder Impact

• Shareholders: The increased stake by a significant financial institution may be viewed positively, potentially indicating confidence and supporting share price stability or growth.
• Management: The filing does not suggest any immediate pressure on Nayax Ltd.'s management from Phoenix Financial Ltd. due to the passive nature of the filing.

Next Steps

• Phoenix Financial Ltd. will continue to report any further changes in beneficial ownership of Nayax Ltd. shares as required by SEC regulations.
• The company may continue to adjust its stake in Nayax Ltd. based on its investment strategy and market conditions.

Key Dates

Recommendation

The filing indicates a passive increase in beneficial ownership by Phoenix Financial Ltd. to 4.87%. While this shows continued investor interest, it does not provide new strategic information or performance data that would warrant a buy or sell recommendation. It's an expected update for a Schedule 13G filing.

Keywords

Nayax Ltd., Phoenix Financial Ltd., Schedule 13G, Beneficial Ownership, Ordinary Shares, Investment, Securities Exchange Act