[Form 4] Ondas Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ondas Holdings Inc. (ONDS) director Form 4 filing reports a large option exercise and sale. On 11/26/2025, the reporting person exercised stock options for 850,000 shares of common stock at an exercise price of $2.69 per share and then sold 850,000 shares of common stock at a weighted average price of $7.9123 per share. After these transactions, the reporting person reported owning 0 shares of common stock directly and 2,026,944 stock options with a $2.69 exercise price.

The stock options were originally granted on 01/07/2025 for 2,876,944 shares with a $2.69 exercise price and an expiration date of 01/07/2030. The vesting schedule tied vesting to time-based service as a director and a valuation milestone where the Company’s average share price reached $5.00 or more, and the options are reported as fully vested and exercisable as of the report date.

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^*

Stern Ron

(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)
01/07/2025

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	11/26/2025		M		850,000	A	$2.69	850,000	D
Common Stock	11/26/2025		S		850,000	D	$7.9123(1)	0	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
Stock Option (right to buy)	$2.69	01/07/2025		A		2,876,944		(2)	01/07/2030	Common Stock	2,876,944	$0	2,876,944	D
Stock Option (right to buy)	$2.69	11/26/2025		M			850,000	(2)	01/07/2030	Common Stock	850,000	$2.69	2,026,944	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.70 to $8.235, inclusive. The reporting person undertakes to provide to Ondas Holdings Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

2. (i) 66.67% of these stock option vested and were exercisable on the earlier of (A) a quarterly basis over a two year period following the grant date or (B) the expiration of a 30-day period in which the average price per share of the Company's common stock, par value $0.0001, was $5.00 or more (the "Valuation Milestone"), and (ii) 33.33% of these stock option vested and were exercisable upon the Company achieving the Valuation Milestone, provided that the reporting person was a director of the Company on the applicable vesting dates, as reported on the Company's Current Report on Form 8-K filed January 13, 2025. All stock option granted to the reporting person shall have vested in full immediately upon a change in control. The stock option has vested and is exercisable as of the date hereof.

	/s/ Ron Stern	11/26/2025
	** 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).
** 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.

FAQ

What did the Ondas Holdings (ONDS) director report in this Form 4?

The director reported exercising stock options for 850,000 shares of Ondas Holdings common stock at an exercise price of $2.69 per share and selling 850,000 shares at a weighted average price of $7.9123 per share on 11/26/2025.

How many Ondas Holdings (ONDS) shares and options does the reporting person hold after the transactions?

Following the reported transactions, the reporting person reported owning 0 shares of Ondas Holdings common stock directly and 2,026,944 stock options with an exercise price of $2.69 per share.

What are the key terms of the Ondas Holdings (ONDS) stock option grant in this Form 4?

The stock option grant, dated 01/07/2025, covers 2,876,944 shares of common stock at an exercise price of $2.69 per share, with an expiration date of 01/07/2030. The option is reported as fully vested and exercisable.

How did the vesting of the Ondas Holdings (ONDS) director’s options work?

According to the explanation, 66.67% of the stock option vested based on time (quarterly over two years or after a valuation milestone), and 33.33% vested upon the company achieving a $5.00 per-share valuation milestone, subject to continued service as a director. All options would vest upon a change in control.

What does the weighted average sale price mean in this Ondas Holdings (ONDS) Form 4?

The reported sale price of $7.9123 per share is a weighted average. The shares were sold in multiple transactions at prices ranging from $7.70 to $8.235 per share, and detailed trade breakdowns are available from the reporting person upon request.

What is the relationship of the reporting person to Ondas Holdings (ONDS)?

The reporting person is identified as a Director of Ondas Holdings Inc., and the Form 4 is filed as a Form filed by One Reporting Person.