[Form 4] Ondas Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Richard M. Cohen, a director of Ondas Holdings Inc. (ONDS), reported a grant of 15,645 Restricted Stock Units (RSUs) on 08/11/2025. Each RSU represents a contingent right to one share of common stock with a $0 purchase price; the report shows 15,645 shares beneficially owned following the grant.

The RSUs were awarded under the company’s Amended and Restated Non-Employee Director Compensation Policy referenced in the issuer’s quarterly filing for the period ended June 30, 2025. Vesting is staggered: 1,561 RSUs in Q3 2025, 2,817 in Q4 2025, 2,816 in Q1 2026, and 2,817 in each of Q2–Q4 2026. The Form 4 was signed on 08/14/2025.

Positive

• Alignment with shareholders: RSUs convert to common shares, aligning director incentives with long-term shareholder value
• Structured vesting: Staggered vesting over six quarters promotes retention and continuity on the board
• Governance linkage: Grant executed under the company’s amended non-employee director compensation policy

Negative

• Potential dilution: Up to 15,645 additional shares will be issued as RSUs vest, increasing share count
• Limited materiality context: Filing does not state how the grant compares to total outstanding shares or director compensation peers

Insights

Securities Analyst

TL;DR: Routine director equity grant; modest dilutive effect when RSUs vest but aligns director incentives with shareholders.

The grant of 15,645 RSUs to a non-employee director is a standard compensation mechanism for boards. The award has no cash cost to the director and vests over six quarters, which promotes retention and alignment with shareholder value. From a capital structure perspective, these RSUs will convert into common shares upon vesting, causing incremental dilution equal to 15,645 shares when fully vested. The filing cites the company’s amended director compensation policy as the authority for the grant, indicating it follows an approved governance framework.

Corporate Governance Expert

TL;DR: Compensation follows an approved policy and staggered vesting, representing standard governance practice for non-employee directors.

The disclosure ties the award to the Amended and Restated Non-Employee Director Compensation Policy, which suggests the grant was pre-authorized by the Compensation Committee. Staggered vesting over multiple quarters reduces the risk of immediate turnover and aligns the director’s incentives with longer-term performance. The Form 4 provides a transparent vesting schedule and the zero price per RSU typical of equity-based board compensation. No additional governance concerns are evident from the filing alone.

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

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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)
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/ Richard M. Cohen	08/14/2025
	** 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).
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FAQ

What did Richard M. Cohen report on Form 4 for ONDS?

He reported a grant of 15,645 RSUs on 08/11/2025, representing rights to 15,645 shares of common stock with a $0 price.

When do the RSUs granted to the ONDS director vest?

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

Under what authority were the RSUs for ONDS granted?

The RSUs were granted under the issuer’s Amended and Restated Non-Employee Director Compensation Policy referenced in the company’s quarterly filing for the period ended June 30, 2025.

How many shares does Richard M. Cohen beneficially own after the grant?

The Form 4 reports 15,645 shares beneficially owned following the reported transaction.

Did the Form 4 indicate any cash paid for the RSUs?

No. The RSUs were reported with a $0 price per unit.