Odysight.ai (ODYS) extends director option terms by three years

Rhea-AI Filing Summary

Odysight.ai Inc. reported insider option adjustments for director Benad Goldwasser. On February 19, 2026, the board approved a three-year extension of his stock option terms, implemented by canceling existing options and granting equivalent "replacement" options to purchase common stock in two blocks of 248,411 and 69,796 options.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Goldwasser Benad

(Last) (First) (Middle)

C/O ODYSIGHT AI INC.

SUITE 7A, INDUSTRIAL PARK, P.O. BOX 3030

(Street)

OMER L3 8496500

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Odysight.ai Inc. [ ODYS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to purchase common stock (right to buy)	$2.61	02/19/2026		D(1)			248,411	(1)	02/12/2027	Common Stock	248,411	(1)	0	D
Options to purchase common stock (right to buy)	$2.61	02/19/2026		A(1)		248,411		(1)	02/12/2030	Common Stock	248,411	(1)	248,411	D
Options to purchase common stock (right to buy)	$2.61	02/19/2026		D(1)			69,796	(1)	06/22/2027	Common Stock	69,796	(1)	0	D
Options to purchase common stock (right to buy)	$2.61	02/19/2026		A(1)		69,796		(1)	06/22/2030	Common Stock	69,796	(1)	69,796	D

Explanation of Responses:

1. On February 19, 2026, the Board of Directors of the Company approved a three-year extension of the term of the options held by the reporting person, resulting in the cancellation of the "old" options and the grant of "replacement" options.

	/s/ Benad Goldwasser	02/23/2026
	** Signature of Reporting Person	Date
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 4 (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.

FAQ

What insider transaction did Odysight.ai (ODYS) report for Benad Goldwasser?

Odysight.ai reported that director Benad Goldwasser had existing options to purchase common stock canceled and an equivalent number of replacement options granted. The changes relate to options blocks of 248,411 and 69,796 options, all recorded on February 19, 2026.

Why were Odysight.ai (ODYS) director stock options canceled and regranted?

The options were canceled and regranted because the Board of Directors approved a three-year extension of the term of options held by Benad Goldwasser. This technical change converted the old options into new "replacement" options with extended terms, without indicating open-market trades.

How many Odysight.ai (ODYS) options were affected in the February 19, 2026 filing?

The filing shows two option blocks affected: 248,411 options and 69,796 options to purchase common stock. Each block was first disposed of to the issuer and then regranted in the same amount as replacement options, reflecting the term extension approved by the board.

Does the Odysight.ai (ODYS) Form 4 show the director buying or selling common stock?

The Form 4 does not report open-market buys or sells of common stock. It records issuer dispositions and grants of derivative securities, specifically options to purchase common stock, tied to canceling old options and issuing replacement options after a three-year term extension approval.

What role did the Odysight.ai (ODYS) board play in the Form 4 transactions?

The Board of Directors approved a three-year extension of the term of options held by director Benad Goldwasser. This board action led to cancellation of the old options and grant of replacement options, which are the transactions disclosed in the Form 4 filing.