Oddity Tech Ltd. Schedule 13G/A amendment: Oran Holtzman reported beneficial ownership changes for Class A ordinary shares.
The filing states Mr. Holtzman acquired an additional 857,084 Class A ordinary shares through open‑market purchases on March 3 and March 4, 2026. It shows aggregate holdings of 13,756,534 ordinary shares (Class A and Class B combined) representing 24.3% of Class A ordinary shares as reported for Mr. Holtzman, and that those combined holdings represent 73.3% of aggregate combined voting power as of March 4, 2026.
Positive
None.
Negative
None.
Insights
Major insider ownership concentration with recent open‑market purchases.
The filing documents that Oran Holtzman increased his beneficial ownership by 857,084 Class A ordinary shares via open‑market purchases on March 3, 2026 and March 4, 2026. The reported aggregate holdings are 13,756,534 shares, a percentage shown as 24.3% of Class A ordinary shares for Mr. Holtzman and 73.3% of combined voting power as of March 4, 2026.
Concentration of voting power is driven by Class B shares that carry ten votes per share and are convertible into Class A shares; the filing treats Class B shares as converted when calculating Class A percentages. Governance implications depend on continued holding patterns and any future conversions or transfers; subsequent filings will show material changes.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Oddity Tech Ltd.
(Name of Issuer)
Class A ordinary shares, par value NIS 0.001 per share
(Title of Class of Securities)
03/04/2026
(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
CUSIP Number(s):
1
Names of Reporting Persons
Holtzman Oran
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:
5
Sole Voting Power
13,756,534.00
6
Shared Voting Power
7
Sole Dispositive Power
13,756,534.00
8
Shared Dispositive Power
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,756,534.00
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)
24.3 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Note to Rows 5, 7, 9 & 11 -- On March 3, 2026 and March 4, 2026, Oran Holtzman acquired beneficial ownership of an additional 857,084 Class A ordinary shares, or approximately 1.9% of the Issuer's outstanding Class A ordinary shares, through open market purchases. Represents 13,756,534 ordinary shares of Issuer held by Oran Shilo Investments LP ("Shilo") and Oran Holtzman Ltd. ("Ltd.") as of March 4, 2026, all of which are beneficially owned by Oran Holtzman ("Mr. Holtzman"). Shilo and Ltd. are controlled by Mr. Holtzman, and Mr. Holtzman has voting control and investment power over the shares of the Issuer that are held by Shilo and Ltd.
Note to Rows 5, 7, 9 & 11 -- Consists of (i) 2,209,534 Class A ordinary shares and (ii) 11,547,000 Class B ordinary shares.
Note to Rows 5, 7, 9 & 11 -- Each Class A ordinary share is entitled to one vote per share and each Class B ordinary share is entitled to ten votes per share. Each Class B ordinary share is convertible at any time at the option of the holder into one Class A ordinary share and upon the occurrence of certain other events as described in the Issuer's amended and restated articles of association. 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.
Note to Row 11 -- To calculate the percentage of Class A ordinary shares beneficially owned by the Reporting Persons, Class B ordinary shares held by the Reporting Persons were treated as converted into Class A ordinary shares. The beneficial ownership percentage was calculated based on a total of 45,109,685 Class A ordinary shares and 11,547,000 Class B ordinary shares outstanding as of March 4, 2026, with such share amounts provided by the Issuer.
Note to Row 11 -- The beneficial ownership percentage reported does not reflect the ten-for-one voting power of the Class B ordinary shares. The 13,756,534 Class A and Class B ordinary shares held by the Reporting Persons represent 73.3% of the aggregate combined voting power of the Class A ordinary shares and Class B ordinary shares as of March 4, 2026.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Oran Shilo Investments 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:
5
Sole Voting Power
12,899,450.00
6
Shared Voting Power
7
Sole Dispositive Power
12,899,450.00
8
Shared Dispositive Power
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,899,450.00
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)
22.8 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Note to Rows 5, 7, 9 & 11 -- Represents 12,899,450 ordinary shares of Issuer held by Oran Shilo Investments LP ("Shilo") as of March 4, 2026, all of which are beneficially owned by Oran Holtzman ("Mr. Holtzman"). Shilo is controlled by Mr. Holtzman, and Mr. Holtzman has voting control and investment power over the shares of the Issuer that are held by Shilo.
Note to Rows 5, 7, 9 & 11 -- Consists of (i) 1,352,450 Class A ordinary shares and (ii) 11,547,000 Class B ordinary shares.
Note to Rows 5, 7, 9 & 11 -- Each Class A ordinary share is entitled to one vote per share and each Class B ordinary share is entitled to ten votes per share. Each Class B ordinary share is convertible at any time at the option of the holder into one Class A ordinary share and upon the occurrence of certain other events as described in the Issuer's amended and restated articles of association. 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.
Note to Row 11 -- To calculate the percentage of Class A ordinary shares beneficially owned by the Reporting Persons, Class B ordinary shares held by the Reporting Persons were treated as converted into Class A ordinary shares. The beneficial ownership percentage was calculated based on a total of 45,109,685 Class A ordinary shares and 11,547,000 Class B ordinary shares outstanding as of March 4, 2026, with such share amounts provided by the Issuer.
Note to Row 11 -- The beneficial ownership percentage reported does not reflect the ten-for-one voting power of the Class B ordinary shares. The 12,899,450 Class A and Class B ordinary shares held by Oran Shilo Investments LP represent 72.8% of the aggregate combined voting power of the Class A ordinary shares and Class B ordinary shares as of March 4, 2026.
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Oran Holtzman 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:
5
Sole Voting Power
857,084.00
6
Shared Voting Power
7
Sole Dispositive Power
857,084.00
8
Shared Dispositive Power
9
Aggregate Amount Beneficially Owned by Each Reporting Person
857,084.00
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)
1.5 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Note to Rows 5, 7, 9 & 11 -- Represents 857,084 ordinary shares of Issuer held by Oran Holtzman Ltd. ("Ltd.") as of March 4, 2026, all of which are beneficially owned by Oran Holtzman ("Mr. Holtzman"). Ltd. is wholly owned by Mr. Holtzman, and Mr. Holtzman has voting control and investment power over the shares of the Issuer that are held by Ltd.
Note to Rows 5, 7, 9 & 11 -- Consists of 857,084 Class A ordinary shares.
Note to Rows 5, 7, 9 & 11 -- Each Class A ordinary share is entitled to one vote per share.
Note to Row 11 -- To calculate the percentage of Class A ordinary shares beneficially owned by the Reporting Persons, Class B ordinary shares held by the Reporting Persons were treated as converted into Class A ordinary shares. The beneficial ownership percentage was calculated based on a total of 45,109,685 Class A ordinary shares and 11,547,000 Class B ordinary shares outstanding as of March 4, 2026, with such share amounts provided by the Issuer.
Note to Row 11 -- The 857,084 Class A ordinary shares held by Ltd. represent 0.5% of the aggregate combined voting power of the Class A ordinary shares and Class B ordinary shares as of March 4, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Oddity Tech Ltd.
(b)
Address of issuer's principal executive offices:
8 Haharash Street, Tel Aviv-Jaffa, Israel, 6761304
Item 2.
(a)
Name of person filing:
Oran Holtzman
Oran Shilo Investments, L.P. ("Shilo")
Oran Holtzman Ltd. ("Ltd.")
(b)
Address or principal business office or, if none, residence:
Oran Holtzman: 8 Haharash Street, Tel Aviv-Jaffa, 6761304, Israel
Shilo: 8 Haharash Street, Tel Aviv-Jaffa, 6761304, Israel
Ltd.: 8 Haharash Street, Tel Aviv-Jaffa, 6761304, Israel
(c)
Citizenship:
Oran Holtzman: Israel
Shilo: Israel
Ltd.: Israel
(d)
Title of class of securities:
Class A ordinary shares, par value NIS 0.001 per share
(e)
CUSIP No.:
M7518J104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See row 9 of cover page.
(b)
Percent of class:
See row 11 of cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See row 5 of cover page.
(ii) Shared power to vote or to direct the vote:
See row 6 of cover page.
(iii) Sole power to dispose or to direct the disposition of:
See row 7 of cover page.
(iv) Shared power to dispose or to direct the disposition of:
See row 8 of cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
Holtzman Oran
Signature:
/s/ Oran Holtzman
Name/Title:
Holtzman Oran
Date:
03/05/2026
Oran Shilo Investments LP
Signature:
/s/ Oran Holtzman
Name/Title:
Oran Holtzman/Director of Oran Holtzman (Aesthetics) Ltd., Oran Shilo Investment LP's general partner
What did ODD Schedule 13G/A filed by Oran Holtzman report?
The filing reports an additional 857,084 Class A ordinary shares acquired on March 3–4, 2026. It shows aggregate holdings of 13,756,534 ordinary shares and a reported 24.3% beneficial ownership of Class A shares for Mr. Holtzman.
How is voting power structured in Oddity Tech (ODD)?
Each Class A ordinary share carries one vote and each Class B ordinary share carries ten votes. The filing states Class B shares are convertible to Class A and that reported holdings equal 73.3% of combined voting power as of March 4, 2026.
What entities hold shares on behalf of Oran Holtzman in the filing?
Holdings are reported for Oran Holtzman, Oran Shilo Investments LP (12,899,450 shares), and Oran Holtzman Ltd. (857,084 shares). The filing states Mr. Holtzman controls and beneficially owns the shares held by these entities.
What totals and share counts does the filing use to compute percentages?
The beneficial ownership percentages are calculated using 45,109,685 Class A ordinary shares and 11,547,000 Class B ordinary shares outstanding as of March 4, 2026, per amounts provided by the issuer.
Does the reported percentage reflect Class B voting weight in ODD's filing?
No. The filing notes the reported Class A percentage treats Class B shares as converted into Class A shares and explicitly states it does not reflect the ten‑for‑one voting power of Class B ordinary shares.
