[Form 4] Ondas Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ondas Holdings director Richard M. Cohen reported multiple transactions on June 17, 2025. Cohen received 21,035 shares of common stock upon the vesting of Restricted Stock Units (RSUs) at $0 cost basis. Subsequently, 7,567 shares were sold at $1.69 per share to cover tax liabilities related to the RSU vesting. These transactions were part of a larger RSU grant of 84,139 units from November 18, 2024, which vests in four equal installments throughout 2025. Following these transactions, Cohen directly owns 182,855 shares of common stock and 42,069 unvested RSUs. The RSU grant includes an acceleration clause triggering immediate full vesting upon a change in control. This filing reflects standard equity compensation practices for board members and tax-related share sales.

Positive

• Director Richard M. Cohen received 21,035 shares from vesting RSUs, retaining a significant portion (approximately 64%) after tax-related sales, demonstrating continued alignment with shareholder interests
• The director maintains a substantial position of 182,855 shares after the transactions, showing long-term commitment to the company
• The RSU vesting schedule continues through October 2025, providing ongoing retention incentives

Negative

• Sale of 7,567 shares at $1.69 per share, though this was specifically for tax obligations rather than discretionary selling
• The relatively low share price of $1.69 indicates potential market concerns about the company's valuation or performance

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
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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).

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^*

COHEN RICHARD M

(Last) (First) (Middle)

ONE MARINA PARK DRIVE,

SUITE 1410

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ondas Holdings Inc. [ ONDS ]

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)
06/17/2025

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
Common Stock	06/17/2025		M		21,035	A	$0(1)	190,422	D
Common Stock	06/17/2025		S		7,567(2)	D	$1.69	182,855	D

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
Restricted Stock Units	(3)	06/17/2025		M			21,035	(4)	(4)	Common Stock	21,035	$0	42,069	D

Explanation of Responses:

1. Represents shares of Ondas Holdings Inc. (the "Company") common stock, par value $0.0001 per share ("Common Stock"), received upon vesting of Restricted Stock Units ("RSUs").

2. These shares were sold by the Company to fund tax liability attributable to the vesting of the RSUs.

3. Each RSU represents a contingent right to receive one share of Common Stock.

4. On November 18, 2024, the reporting person was granted 84,139 RSUs. The RSUs vest 25% on each of January 1, 2025, April 1, 2025, July 1, 2025, and October 1, 2025, provided that the reporting person is a director of the Company on the applicable vesting date. All RSUs granted to the reporting person shall vest in full immediately upon a change in control. In connection with the vesting of these RSUs, 21,035 shares of Common Stock were delivered to the reporting person on June 17, 2025.

	/s/ Richard M. Cohen	06/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many ONDS shares did Richard Cohen sell on June 17, 2025?

Richard Cohen sold 7,567 shares of ONDS common stock at a price of $1.69 per share on June 17, 2025. These shares were sold specifically to fund tax liability related to the vesting of RSUs.

What is the vesting schedule for Richard Cohen's ONDS RSU grant from November 2024?

The RSUs granted on November 18, 2024 (84,139 units) vest in four equal installments of 25% each on January 1, April 1, July 1, and October 1, 2025, contingent on Cohen remaining a director. The RSUs fully vest immediately upon a change in control.

How many ONDS shares does Richard Cohen own after the June 17, 2025 transactions?

After the reported transactions, Richard Cohen directly owns 182,855 shares of ONDS common stock and 42,069 unvested Restricted Stock Units.

What positions does Richard Cohen hold at ONDS?

According to the Form 4 filing, Richard Cohen serves as a Director of Ondas Holdings Inc. (ONDS).

What was the total value of ONDS shares sold by Richard Cohen on June 17, 2025?

Richard Cohen sold 7,567 shares at $1.69 per share, resulting in a total transaction value of approximately $12,788.23. The sale was specifically to cover tax liabilities from RSU vesting.