SCHEDULE: Phoenix Financial Discloses Nayax Stake
Schedule 13G Filing
Phoenix Financial Ltd. has reported beneficial ownership of 5.32% of Nayax Ltd.'s ordinary shares as of May 12, 2026.
Summary
- Phoenix Financial Ltd. (and its subsidiaries) has filed a Schedule 13G, indicating beneficial ownership of 1,947,957.84 ordinary shares of Nayax Ltd.
- This represents 5.32% of Nayax Ltd.'s outstanding ordinary shares, based on 36,607,407 shares outstanding as of May 13, 2026.
- The filing specifies that the shares are held by various direct or indirect, majority or wholly-owned subsidiaries of Phoenix Financial Ltd.
- These subsidiaries manage their own funds and/or funds of others, including for exchange-traded notes, insurance policies, pension funds, mutual funds, and portfolio management clients.
- Each subsidiary operates under independent management and makes its own independent voting and investment decisions.
- Phoenix Financial Ltd. and its subsidiaries disclaim the existence of a group for Section 13(d) purposes and disclaim beneficial ownership in excess of their actual pecuniary interest.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral score as the filing is a routine ownership disclosure and does not provide performance data or strategic outlook for Nayax Ltd. itself.
Positives
- Phoenix Financial Ltd. has taken a significant stake (5.32%) in Nayax Ltd., suggesting confidence in the company's future prospects.
- The diversified ownership structure across various subsidiaries indicates a potentially broad base of investment management expertise.
- The filing is a standard disclosure, indicating compliance with regulatory requirements.
Negatives
- The filing does not contain any negative financial results or operational issues for Nayax Ltd. itself; it is a disclosure of ownership.
- Phoenix Financial Ltd. and its subsidiaries disclaim beneficial ownership beyond their pecuniary interest, which could imply a nuanced or passive investment approach.
Risks
- The disclaimer regarding the existence of a 'group' and beneficial ownership could lead to scrutiny regarding coordinated action.
- Changes in the ownership rights within the 'Partnership for Israeli shares' can frequently alter the exact percentage held by Phoenix Group companies.
Future Outlook
The filing itself is a disclosure of current ownership and does not contain forward-looking statements or guidance from Nayax Ltd. or Phoenix Financial Ltd. regarding future performance.
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.
- 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.
Industry Context
StockSavvy.ai notes that significant stake disclosures by institutional investors like Phoenix Financial Ltd. on Schedule 13G filings are common in the technology and fintech sectors, often indicating a belief in growth potential or a strategic investment thesis.
Comparison to Industry Standards
- The 5.32% ownership stake by Phoenix Financial Ltd. in Nayax Ltd. is a substantial minority holding, typical for institutional investors who aim to influence or monitor a company's strategic direction without seeking outright control.
- Competitors or other institutional investors in the fintech space might hold similar or larger stakes in comparable companies, but specific comparable companies and their exact stake percentages are not detailed in this filing.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Powers of Signature | Resolution of the Board of Directors of Phoenix Financial Ltd. detailing general rights of signature and delegation/revocation of powers. | 2019-12-12 | Establishes clear authority for binding the company in financial and legal matters. |
Stakeholder Impact
- Shareholders of Nayax Ltd.: The disclosure indicates a significant institutional investor's interest, which could be perceived positively by the market.
- Shareholders of Phoenix Financial Ltd.: The investment represents a portion of their portfolio, subject to the performance of Nayax Ltd.
- Regulators: Compliance with SEC disclosure requirements is maintained.
Next Steps
- Phoenix Financial Ltd. will continue to monitor its investment in Nayax Ltd.
- Nayax Ltd. will continue its business operations and disclosures as required.
Key Dates
| Date | Description |
|---|---|
| 2019-12-12 | Resolution of the Board of Directors of Phoenix Financial Ltd. regarding powers of signature. |
| 2026-05-12 | Date of event which requires filing of this statement (Schedule 13G filing date). |
| 2026-05-13 | Date as of which Nayax Ltd. ordinary shares outstanding were reported as 36,607,407. |
| 2026-05-27 | Date of signatures on the Schedule 13G filing. |
Keywords
Nayax Ltd., Phoenix Financial Ltd., Schedule 13G, Beneficial Ownership, Ordinary Shares, SEC Filing, Investment, Israel, Securities Exchange Act
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