[Form 4] Ondas Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ondas Holdings Inc. (ONDS) reported a grant of 15,645 Restricted Stock Units (RSUs) to director Jaspreet K. Sood, each representing a contingent right to one share of common stock. The award was granted pursuant to the Compensation Committee's approval of the Amended and Restated Non-Employee Director Compensation Policy and is reported as direct beneficial ownership. The RSUs vest in scheduled tranches: 1,561 RSUs in the third quarter of 2025; 2,817 RSUs in the fourth quarter of 2025; 2,816 RSUs in the first quarter of 2026; and 2,817 RSUs in each of the second, third and fourth quarters of 2026, totaling 15,645 RSUs.

Positive

• 15,645 RSUs granted to director Jaspreet K. Sood as disclosed on the Form 4
• Each RSU represents a contingent right to one share of Ondas common stock
• Grant tied to Compensation Committee-approved Amended and Restated Non-Employee Director Compensation Policy (Exhibit 10.4)
• Detailed vesting schedule provided with quarterly tranches through 2026

Negative

• None.

Insights

Securities Analyst

15,645 RSUs granted to a director with a multi-quarter vesting schedule; disclosure appears routine and not materially dilutive on its face.

The Form 4 discloses a direct grant of 15,645 RSUs to director Jaspreet K. Sood tied to the issuer's amended non-employee director compensation policy. Each RSU represents a contingent right to one share. The detailed quarterly vesting schedule is provided, allowing investors to see when potential dilution would occur. No cash price or derivative exercise is reported; ownership is recorded as direct.

Corporate Governance Expert

Grant was made under a Compensation Committee-approved amended policy and includes a clear vesting timetable; governance action is documented in Exhibit 10.4.

The filing explicitly ties the award to the Amended and Restated Non-Employee Director Compensation Policy referenced as Exhibit 10.4 of the issuer's Quarterly Report for the quarter ended June 30, 2025. The disclosure lists precise vesting tranches, enabling assessment of timing for potential share issuance to a director. The transaction is reported as direct beneficial ownership by the director.

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

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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^*

SOOD JASPREET K

(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)
08/11/2025

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

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	(1)	08/11/2025		A		15,645(2)		(3)	(3)	Common Stock	15,645	$0	15,645	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Ondas Holdings Inc. (the "Company") common stock, par value $0.0001 per share.

2. These RSUs were granted in connection with the issuer's Compensation Committee's approval of the Amended and Restated Non-Employee Director Compensation Policy, attached as Exhibit 10.4 of the issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

3. 1,561 RSUs vest during the third quarter of 2025, 2,817 RSUs vest during the fourth quarter of 2025, 2,816 RSUs vesting during the first quarter of 2026 and 2,817 RSUs vest in each of the second, third and fourth quarters of 2026

	/s/ Jaspreet Sood	08/13/2025
	** 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).
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FAQ

What did Jaspreet K. Sood receive in the ONDS Form 4?

15,645 Restricted Stock Units (RSUs), each representing a contingent right to one share of Ondas Holdings Inc. common stock.

When was the RSU transaction dated for ONDS?

Transaction date: 08/11/2025, as reported on the Form 4.

How do the 15,645 RSUs vest for the ONDS director grant?

Vesting schedule: 1,561 RSUs in Q3 2025; 2,817 RSUs in Q4 2025; 2,816 RSUs in Q1 2026; and 2,817 RSUs in each of Q2, Q3 and Q4 2026.

Under what policy were the RSUs granted for ONDS?

Granted in connection with the Compensation Committee's approval of the Amended and Restated Non-Employee Director Compensation Policy, referenced as Exhibit 10.4 of the issuer's Quarterly Report for the quarter ended June 30, 2025.

How is the ownership reported on the Form 4 for ONDS?

Reported as direct beneficial ownership by the reporting person, Jaspreet K. Sood.