Form SCHEDULE 13G/A eToro Group Ltd. Filed by: BRM Group Ltd.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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eToro Group Ltd. (Name of Issuer) |
Class A common shares, no par value per share (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
BRM Group Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,782,212.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.26 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: All shares are held of record by BRM Group (as defined in Item 2(a) below), A B Y Finance (as defined in Item 2(a) below), Eli Barkat (as defined in Item 2(a) below) and Yuval Rakavi (as defined in Item 2(a) below), which consists of (i) 1,719,908 Class A common shares held directly by BRM Group, (ii) 2,484,852 Class A common shares issuable upon conversion of Class B common shares held directly by BRM Group, (iii) 153,052 Class A common shares held directly by A B Y Finance, (iv) 147,600 Class A common shares held directly by Eli Barkat, (v) 200,624 Class A common shares issuable upon conversion of Class B common shares held directly by Eli Barkat, (vi) 523,960 Class A common shares held directly by Yuval Rakavi, and (vii) 552,216 Class A common shares issuable upon conversion of Class B common shares held directly by Yuval Rakavi. Investment and voting power of the shares held by each of the foregoing entities is exercised by the executives of BRM Group, who are Arie Nachmias, Chief Financial Officer, and Eli Barkat, Active Chairman. Each of the foregoing entities may be deemed to share voting, investment and dispositive power with respect to these securities. Based on 70,044,443 shares outstanding, comprised of (i) 66,806,751 Class A common shares outstanding as of February 20, 2026, as reported by the Issuer in its annual report on Form 20-F filed with the Securities and Exchange Commission (the "Commission") on March 2, 2026 (the "Annual Report"), plus (ii) an aggregate of 3,237,692 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, Eli Barkat and Yuval Rakavi.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
A B Y Finance (eToro) 21 LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,782,212.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.26 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: All shares are held of record by BRM Group (as defined in Item 2(a) below), A B Y Finance (as defined in Item 2(a) below), Eli Barkat (as defined in Item 2(a) below) and Yuval Rakavi (as defined in Item 2(a) below), which consists of (i) 1,719,908 Class A common shares held directly by BRM Group, (ii) 2,484,852 Class A common shares issuable upon conversion of Class B common shares held directly by BRM Group, (iii) 153,052 Class A common shares held directly by A B Y Finance, (iv) 147,600 Class A common shares held directly by Eli Barkat, (v) 200,624 Class A common shares issuable upon conversion of Class B common shares held directly by Eli Barkat, (vi) 523,960 Class A common shares held directly by Yuval Rakavi, and (vii) 552,216 Class A common shares issuable upon conversion of Class B common shares held directly by Yuval Rakavi. Investment and voting power of the shares held by each of the foregoing entities is exercised by the executives of BRM Group, who are Arie Nachmias, Chief Financial Officer, and Eli Barkat, Active Chairman. Each of the foregoing entities may be deemed to share voting, investment and dispositive power with respect to these securities. Based on 70,044,443 shares outstanding, comprised of (i) 66,806,751 Class A common shares outstanding as of February 20, 2026, as reported by the Issuer in its annual report on Form 20-F filed with the Securities and Exchange Commission (the "Commission") on March 2, 2026 (the "Annual Report"), plus (ii) an aggregate of 3,237,692 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, Eli Barkat and Yuval Rakavi.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Eli Barkat LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,782,212.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.26 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: All shares are held of record by BRM Group (as defined in Item 2(a) below), A B Y Finance (as defined in Item 2(a) below), Eli Barkat (as defined in Item 2(a) below) and Yuval Rakavi (as defined in Item 2(a) below), which consists of (i) 1,719,908 Class A common shares held directly by BRM Group, (ii) 2,484,852 Class A common shares issuable upon conversion of Class B common shares held directly by BRM Group, (iii) 153,052 Class A common shares held directly by A B Y Finance, (iv) 147,600 Class A common shares held directly by Eli Barkat, (v) 200,624 Class A common shares issuable upon conversion of Class B common shares held directly by Eli Barkat, (vi) 523,960 Class A common shares held directly by Yuval Rakavi, and (vii) 552,216 Class A common shares issuable upon conversion of Class B common shares held directly by Yuval Rakavi. Investment and voting power of the shares held by each of the foregoing entities is exercised by the executives of BRM Group, who are Arie Nachmias, Chief Financial Officer, and Eli Barkat, Active Chairman. Each of the foregoing entities may be deemed to share voting, investment and dispositive power with respect to these securities. Based on 70,044,443 shares outstanding, comprised of (i) 66,806,751 Class A common shares outstanding as of February 20, 2026, as reported by the Issuer in its annual report on Form 20-F filed with the Securities and Exchange Commission (the "Commission") on March 2, 2026 (the "Annual Report"), plus (ii) an aggregate of 3,237,692 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, Eli Barkat and Yuval Rakavi.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Yuval Rakavi LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,782,212.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.26 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: All shares are held of record by BRM Group (as defined in Item 2(a) below), A B Y Finance (as defined in Item 2(a) below), Eli Barkat (as defined in Item 2(a) below) and Yuval Rakavi (as defined in Item 2(a) below), which consists of (i) 1,719,908 Class A common shares held directly by BRM Group, (ii) 2,484,852 Class A common shares issuable upon conversion of Class B common shares held directly by BRM Group, (iii) 153,052 Class A common shares held directly by A B Y Finance, (iv) 147,600 Class A common shares held directly by Eli Barkat, (v) 200,624 Class A common shares issuable upon conversion of Class B common shares held directly by Eli Barkat, (vi) 523,960 Class A common shares held directly by Yuval Rakavi, and (vii) 552,216 Class A common shares issuable upon conversion of Class B common shares held directly by Yuval Rakavi. Investment and voting power of the shares held by each of the foregoing entities is exercised by the executives of BRM Group, who are Arie Nachmias, Chief Financial Officer, and Eli Barkat, Active Chairman. Each of the foregoing entities may be deemed to share voting, investment and dispositive power with respect to these securities. Based on 70,044,443 shares outstanding, comprised of (i) 66,806,751 Class A common shares outstanding as of February 20, 2026, as reported by the Issuer in its annual report on Form 20-F filed with the Securities and Exchange Commission (the "Commission") on March 2, 2026 (the "Annual Report"), plus (ii) an aggregate of 3,237,692 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, Eli Barkat and Yuval Rakavi.
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
eToro Group Ltd. |
| (b) | Address of issuer's principal executive offices:
30 SHESHET HAYAMIN STREET, BNEI BRAK, ISRAEL, 5120261. |
| Item 2. | |
| (a) | Name of person filing:
BRM Group Ltd., a limited company formed under the laws of the State of Israel ("BRM Group"); A B Y Finance (eToro) 21 LP, a limited partnership formed under the laws of State of Israel ("A B Y Finance"); Eli Barkat Ltd., a limited company formed under the laws of the State of Israel ("Eli Barkat"); Yuval Rakavi Ltd., a limited company formed under the laws of the State of Israel ("Yuval Rakavi"); (each a "Reporting Person" and, collectively, "Reporting Persons"). The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached hereto as Exhibit 99.1. Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein, if any, other than those securities reported herein as being held directly by such Reporting Person. |
| (b) | Address or principal business office or, if none, residence:
10 Nissim Aloni Street, Tel Aviv, Israel 6291924 |
| (c) | Citizenship:
L3 |
| (d) | Title of class of securities:
Class A common shares, no par value per share |
| (e) | CUSIP No.:
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
5,782,212 |
| (b) | Percent of class:
8.26% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | |
| (ii) Shared power to vote or to direct the vote:
See cover page tables above. Percentage ownership based on 70,044,443 shares outstanding, comprised of (i) 66,806,751 Class A common shares outstanding as of February 20, 2026, as reported by the Issuer in the Annual Report, plus (ii) an aggregate of 3,237,692 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, Eli Barkat and Yuval Rakavi. | |
| (iii) Sole power to dispose or to direct the disposition of:
0 | |
| (iv) Shared power to dispose or to direct the disposition of:
See cover page tables above. Percentage ownership based on 70,044,443 shares outstanding, comprised of (i) 66,806,751 Class A common shares outstanding as of February 20, 2026, as reported by the Issuer in the Annual Report, plus (ii) an aggregate of 3,237,692 Class A common shares issuable upon conversion of Class B common shares held of record by BRM Group, Eli Barkat and Yuval Rakavi. | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement, dated as of August 25, 2025 (incorporated by reference to Exhibit 99.1 filed with the Schedule 13G on August 25, 2025) |