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Oddity Tech (ODD) CEO Oran Holtzman reports major Class A, B stakes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Oddity Tech Ltd director and Chief Executive Officer Oran Holtzman filed an initial ownership report showing significant equity interests, rather than new trades. The filing lists indirect holdings of 11,547,000 Class B ordinary shares and 1,352,450 Class A ordinary shares held through Oran Shilo Investments LP, which he controls.

It also shows 857,084 Class A ordinary shares held indirectly through Oran Holtzman Ltd., another entity he controls, and a Performance Stock Option over 1,232,172 Class A ordinary shares at an exercise price of $27.74 per share. These options become exercisable in stages from July 19, 2026, only if the company’s share price reaches between two and five times its IPO price for 30 consecutive trading days.

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Insider Holtzman Oran
Role Chief Executive Officer
Type Security Shares Price Value
holding Class B ordinary shares -- -- --
holding Performance Stock Option (Right to Buy) -- -- --
holding Class A ordinary shares -- -- --
holding Class A ordinary shares -- -- --
Holdings After Transaction: Class B ordinary shares — 11,547,000 shares (Indirect, By Oran Shilo Investments LP); Performance Stock Option (Right to Buy) — 1,232,172 shares (Direct); Class A ordinary shares — 1,352,450 shares (Indirect, By Oran Shilo Investments LP); Class A ordinary shares — 857,084 shares (Indirect, By Oran Holtzman Ltd.)
Footnotes (4)
  1. F1. Oran Shilo Investments LP is controlled by the reporting person.
  2. F2. Oran Holtzman Ltd. is controlled by the reporting person.
  3. F3. Each Class B ordinary share is entitled to ten votes per share. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the reporting person and upon the occurrence of certain other events as described in the amended and restated articles of association of ODDITY Tech Ltd. (the "Issuer"). In addition, each Class B ordinary share will convert automatically on a one-for-one basis into a Class A ordinary share upon the sale or transfer of such Class B ordinary share, other than in connection with transfers to certain permitted transferees, as described in the Issuer's amended and restated articles of association.
  4. F4. This award shall be exercisable from July 19, 2026, subject to achievement of the following conditions: 246,434 of these options shall be exercisable upon the Issuer achieving a closing price per share over a period of 30 consecutive trading days ("30-day closing price") of 2 times or more of the initial public offering price per share (the "IPO Price"), 246,434 of these options shall be exercisable upon the Issuer achieving a 30-day closing price of 2.5 times or more of the IPO Price, 246,434 of these options shall be exercisable upon the Issuer achieving a 30-day closing price of 3 times or more of the IPO Price, 246,435 of these options shall be exercisable upon the Issuer achieving a 30-day closing price of 4 times or more of the IPO Price and 246,435 of these options shall be exercisable upon the Issuer achieving a 30-day closing price of 5 times or more of the IPO Price.

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FAQ

What does Oran Holtzman’s Form 3 filing for Oddity Tech (ODD) show?
The Form 3 shows Oran Holtzman’s initial ownership in Oddity Tech, including large indirect stakes in Class A and Class B shares and performance-based stock options. It records existing holdings, not new purchases or sales of stock.

How many Class B shares of Oddity Tech (ODD) are reported in Holtzman’s Form 3?
The filing reports 11,547,000 Class B ordinary shares held indirectly through Oran Shilo Investments LP, which Holtzman controls. Each Class B share carries ten votes and is convertible one-for-one into a Class A ordinary share under specified conditions.

What Class A share holdings does Oran Holtzman report in Oddity Tech (ODD)?
Holtzman reports 1,352,450 Class A ordinary shares held indirectly via Oran Shilo Investments LP and 857,084 Class A ordinary shares held indirectly via Oran Holtzman Ltd. Both entities are controlled by him, consolidating his economic and voting exposure.

What are the key terms of Oran Holtzman’s Performance Stock Option in Oddity Tech (ODD)?
He holds a Performance Stock Option over 1,232,172 Class A ordinary shares at a $27.74 exercise price, expiring June 21, 2029. Portions vest only if the share price reaches 2x, 2.5x, 3x, 4x and 5x the IPO price for 30 consecutive trading days.

How do Oddity Tech (ODD) Class B shares differ from Class A in Holtzman’s holdings?
Each Class B share carries ten votes and can convert into one Class A share at Holtzman’s option or upon certain transfers. Class A shares carry one vote each, so the Class B stake gives him outsized voting influence relative to economic ownership.

Does Oran Holtzman’s Form 3 indicate recent buying or selling of Oddity Tech (ODD) shares?
No. The Form 3 functions as an initial ownership statement and lists Holtzman’s existing direct and indirect holdings and performance options. The transaction data are classified as holdings, with no reported open-market purchases, sales, or option exercises.
SEC Form 3
FORM 3UNITED 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Holtzman Oran
(Last)(First)(Middle)
8 HAHARASH STREET
(Street)
TEL AVIV-JAFFA6761304
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026		3. Issuer Name and Ticker or Trading Symbol
Oddity Tech Ltd [ ODD ]
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
Class A ordinary shares1,352,450IBy Oran Shilo Investments LP(1)
Class A ordinary shares857,084IBy Oran Holtzman Ltd.(2)
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)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B ordinary shares (3) (3)Class A ordinary shares11,547,000(3)IBy Oran Shilo Investments LP(1)
Performance Stock Option (Right to Buy) (4)06/21/2029Class A ordinary shares1,232,172$27.74D
Explanation of Responses:
1. Oran Shilo Investments LP is controlled by the reporting person.
2. Oran Holtzman Ltd. is controlled by the reporting person.
3. Each Class B ordinary share is entitled to ten votes per share. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the reporting person and upon the occurrence of certain other events as described in the amended and restated articles of association of ODDITY Tech Ltd. (the "Issuer"). In addition, each Class B ordinary share will convert automatically on a one-for-one basis into a Class A ordinary share upon the sale or transfer of such Class B ordinary share, other than in connection with transfers to certain permitted transferees, as described in the Issuer's amended and restated articles of association.
4. This award shall be exercisable from July 19, 2026, subject to achievement of the following conditions: 246,434 of these options shall be exercisable upon the Issuer achieving a closing price per share over a period of 30 consecutive trading days ("30-day closing price") of 2 times or more of the initial public offering price per share (the "IPO Price"), 246,434 of these options shall be exercisable upon the Issuer achieving a 30-day closing price of 2.5 times or more of the IPO Price, 246,434 of these options shall be exercisable upon the Issuer achieving a 30-day closing price of 3 times or more of the IPO Price, 246,435 of these options shall be exercisable upon the Issuer achieving a 30-day closing price of 4 times or more of the IPO Price and 246,435 of these options shall be exercisable upon the Issuer achieving a 30-day closing price of 5 times or more of the IPO Price.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Sarit Rosenberg, attorney-in-fact for Oran Holtzman03/18/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR