| 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Oddity Tech Ltd [ ODD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/30/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A ordinary shares | 06/30/2026 | M(1) | 100,000 | A | $9.39 | 177,709 | D | |||
| Class A ordinary shares | 06/30/2026 | S(1) | 100,000(2) | D | $15.09(3) | 77,709 | D | |||
| Class A ordinary shares | 06/30/2026 | M | 23,929 | A | $0.00 | 101,638 | D | |||
| Class A ordinary shares | 06/30/2026 | S | 9,602(4) | D | $15.1(5) | 92,036 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (Right to Buy) | $9.39 | 06/30/2026 | M(1) | 100,000 | (6) | 08/10/2031 | Class A ordinary shares | 100,000 | $0.00 | 326,840 | D | ||||
| Restricted Stock Units | (7) | 06/30/2026 | M | 23,929 | (7) | (7) | Class A ordinary shares | 23,929 | $0.00 | 765,735 | D | ||||
| Explanation of Responses: |
| 1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2026. |
| 2. Represents the number of Class A ordinary shares sold in connection with the broker-assisted cashless exercise of the Stock Options reported on this Form 4. |
| 3. The price reported is a weighted average price. The Class A ordinary shares were sold in multiple transactions at prices ranging from $15.00 to $15.28 per share. The reporting person undertakes to provide to ODDITY Tech Ltd. (the "Issuer"), any security holder of the Issuer or the Staff of the Securities and Exchange Commission upon request, full information regarding the number of Class A ordinary shares sold at each separate price within the range set forth herein. |
| 4. Represents the number of Class A ordinary shares sold in connection with the vesting of Restricted Stock Units ("RSUs") solely to satisfy statutory tax withholding obligations incurred upon vesting. |
| 5. The price reported is a weighted average price. The Class A ordinary shares were sold in multiple transactions at prices ranging from $14.89 to $15.26 per share. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the Staff of the Securities and Exchange Commission upon request, full information regarding the number of Class A ordinary shares sold at each separate price within the range set forth herein. |
| 6. This award was granted on August 12, 2021 and is fully vested. |
| 7. RSUs convert into Class A ordinary shares on a one-for-one basis. Four installments of the award have vested, and the remainder will vest in approximately equal installments on the last day of every calendar month, with the last installment to vest on February 28, 2029. |
| /s/ Sarit Rosenberg, attorney-in-fact for Lindsay Drucker Mann | 07/01/2026 | |
| ** 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. | ||