Ondas Holdings (NASDAQ: ONDS) discloses director Ron Stern’s resignation

Rhea-AI Filing Summary

Ondas Holdings Inc. reports that director Ron Stern has resigned from its board of directors, effective December 12, 2025. The company states that his resignation was not the result of any disagreement with Ondas on matters related to its operations, policies, or practices. In connection with his departure, the Directorship Agreement between Ondas Holdings and Mr. Stern dated January 6, 2025 was terminated effective immediately. His resignation letter is included as Exhibit 99.1.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 12, 2025

Ondas Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-39761		47-2615102
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Marina Park Drive, Suite 1410, Boston, MA 02210

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (888) 350-9994

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock par value $0.0001		ONDS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 12, 2025, Ron Stern tendered his resignation as a director of Ondas Holdings Inc. (the “Company”), effective immediately. Mr. Stern’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. In connection with Mr. Stern’s resignation, the Directorship Agreement, dated January 6, 2025, by and between the Company and Mr. Stern was terminated, effective immediately. A copy of Mr. Stern’s resignation letter is attached and incorporated herein by reference as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Letter of Resignation, dated December 12, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 12, 2025	ONDAS HOLDINGS INC.
	By:	/s/ Eric A. Brock
		Eric A. Brock
		Chief Executive Officer

2

FAQ

What board change did Ondas Holdings (ONDS) report?

Ondas Holdings reported that director Ron Stern resigned from its board of directors, effective December 12, 2025.

Did Ron Stern resign due to a disagreement with Ondas Holdings (ONDS)?

No. The company states that Mr. Stern’s resignation was not the result of any disagreement with Ondas on operations, policies, or practices.

What happened to Ron Stern’s Directorship Agreement with Ondas Holdings (ONDS)?

In connection with his resignation, the Directorship Agreement dated January 6, 2025 between Ondas Holdings and Mr. Stern was terminated effective immediately.

Is Ron Stern’s resignation letter available to investors of Ondas Holdings (ONDS)?

Yes. Ondas Holdings attached Mr. Stern’s resignation letter as Exhibit 99.1 to the report.

When did the board change at Ondas Holdings (ONDS) take effect?

The resignation of director Ron Stern and termination of his Directorship Agreement were both effective December 12, 2025.