SCHEDULE: My Size Executives Boost Stake to 8.02%

My Size, Inc. CEO Ronen Luzon and CPO Billy Pardo increased their combined beneficial ownership to 8.02% through restricted stock grants and open market purchases.

Summary

• Ronen Luzon and Billy Pardo, CEO and CPO/COO respectively, now beneficially own 369,085 shares of My Size, Inc. common stock, representing 8.02% of the class.
• This ownership includes 289,335 restricted shares for Mr. Luzon and 79,750 restricted shares for Ms. Pardo, with shared ownership reflecting their spousal relationship.
• On December 15, 2025, Mr. Luzon was granted 215,000 restricted shares, with vesting tied to service, profit, and business targets.
• Ms. Pardo was granted 60,000 restricted shares on the same date, also with vesting tied to service and business targets.
• Mr. Luzon also purchased 30,335 shares in open market transactions between November 20 and December 1, 2025, at weighted average prices ranging from $0.765 to $0.905 per share, totaling $25,380.975.
• The company implemented a 1-for-8 reverse stock split on April 19, 2024, and all share amounts have been adjusted accordingly.

Sentiment

Score: 7

Explanation: The increase in insider ownership through both grants and open market purchases by key executives is generally a positive signal of confidence. However, the prior reverse stock split and the performance-based vesting conditions introduce some uncertainty, preventing a higher score.

Positives

• Management (CEO and CPO/COO) increased their beneficial ownership, signaling confidence in the company's future.
• Open market purchases by the CEO demonstrate direct investment of personal funds.
• Restricted stock grants align management's incentives with long-term shareholder value through performance-based vesting.

Negatives

• The vesting of a significant portion of restricted shares is contingent on achieving "certain profit and business targets," which are not detailed, introducing uncertainty.
• The reverse stock split on April 19, 2024, often indicates a company's stock price has fallen significantly, potentially to avoid delisting.

Risks

• Achievement of profit and business targets for performance-based restricted stock vesting is uncertain.
• The reporting persons, as executive officers, may have influence over corporate activities, which could potentially lead to actions not always aligned with all shareholder interests, though no such plans are currently stated.

Future Outlook

The reporting persons, as executive officers, may be involved in reviewing transactions and influencing corporate activities. While they currently have no specific plans for major corporate actions, they may acquire or dispose of additional shares in the future, including through compensation awards or market transactions.

Management Comments

• Each Reporting Person serves as an executive officer of the Issuer and, in such capacity, may be involved in reviewing transactions involving the Issuer and may have influence over the corporate activities of the Issuer.
• As of the date hereof, each Reporting Person in their individual capacities does not have any present plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.

Industry Context

This filing primarily details changes in insider ownership and executive compensation, which are internal corporate governance matters. It does not provide information directly related to broader industry trends or competitive landscape.

Corporate Governance

Related Party Transactions

• Ronen Luzon and Billy Pardo are spouses, and their beneficial ownership figures reflect shared voting and dispositive power over each other's restricted stock holdings.
• Restricted stock grants were awarded to the CEO and CPO/COO by the Issuer.

Stakeholder Impact

• Shareholders: Increased insider ownership may be viewed positively as a sign of management confidence. The performance-based vesting could align management interests with shareholder returns, but the reverse stock split might raise concerns about past performance.

Next Steps

• Vesting of Ronen Luzon's 15,000 restricted shares on December 31, 2025.
• Annual vesting installments for both Ronen Luzon and Billy Pardo on January 1, 2026, 2027, and 2028.
• Potential vesting of performance-based restricted shares for both executives upon achievement of specified profit and business targets.
• Reporting Persons may acquire or dispose of additional shares in the future.

Key Dates

Recommendation

While the increased insider ownership and performance-based compensation for key executives are positive indicators of management's commitment and belief in the company's future, the prior 1-for-8 reverse stock split suggests underlying challenges that led to a significantly depressed stock price. The lack of detailed financial performance metrics in this Schedule 13D, combined with the undisclosed 'profit and business targets' for a substantial portion of the restricted stock vesting, introduces uncertainty. Therefore, a 'hold' recommendation is appropriate, awaiting further clarity on operational performance and the achievement of these targets before considering a stronger position.

Keywords

My Size Inc, Ronen Luzon, Billy Pardo, Schedule 13D, Beneficial Ownership, Restricted Stock, Insider Buying, Executive Compensation, Reverse Stock Split, Corporate Governance